Star Wars The Force Awakens (Draperized Version)
by MrVideo
Summary: I have altered Characters, scenes, and certain plot points to make Star Wars VII fit Disney's standards and Fan standards. The plot is the same only Rey is Anakin Solo, Kylo is Luke's daughter and Luke has a tad bit more screen time. Enjoy my screenplay for the Force Awakens Draperized Edition!


STAR WARS: THE FORCE AWAKENS

Written By

Lawrence Kasdan J.J. Abrams and Michael Arndt

Rewritten by Tobias R. Draper

Based on characters created by George Lucas

A long time ago in a galaxy far, far away...

STAR WARS

EPISODE VII

THE FORCE AWAKENS

Luke Skywalker has vanished. In his absence, the sinister FIRST ORDER has risen from the ashes of the Empire and will not rest until Skywalker, the last Jedi, has been destroyed.

With the support of the REPUBLIC, General Leia Organa leads a brave RESISTANCE. She is desperate to find her brother Luke and gain his help in restoring peace and justice to the galaxy.

Leia has sent her most daring pilot on a secret mission to Jakku, where an old ally has discovered a clue to Luke's whereabouts...

PAN across the star field to a bright moon. A RUMBLING is

FELT. A VAST STAR DESTROYER -- unlike any we have seen --

HURTLES PAST US, of seemingly endless length, eclipsing the moon. After a long beat, FOUR TRANSPORT SHIPS fly from a hangar. We HOLD ON THEM NOW, as they fly off toward a distant planet. Jakku. MUSIC BUILDS AND WE...

CUT TO BLACK.

A GROWING ROAR of MEAN ENGINES -- gnarled RADIO CALLS, the

SHUDDERING of a ship's hull. Then FLAHES OF LIGHT: for an instant we see a STORMTROOPER -- then BLACKNESS. Then ANOTHER STORMTROOPER, then it's gone.

The FLICKERING CONTINUES until the LIGHTS ARE CONSTANT.

We are in: INT. TROOP TRANSPORT VEHICLE - NIGHT

TWENTY STORMTROOPERS. Holding on at attention, moving to the ship's rhythm, in the tense moments before a raid. A FILTERED COMMAND and they LOCK AND LOAD their heavy blaster rifles. The BRUTAL NOISE is replaced by SUDDEN, SHOCKING QUIET:

EXT. JAKKU VILLAGE - NIGHT

WIDE SHOT of a small, peaceful village. Distant sounds of native animals. A single wind chime.

Suddenly a DROID RISES INTO FRAME, CLOSE: ROUND and SKITTERY, orange and white, this is BB-8.

Focuses on something past camera. He BEEPS -- FAST, MORSE

CODE-LIKE SOUNDS, clearly worried. Moves EVEN CLOSER TO

CAMERA -- is MORE worried -- BEEPS more -- then TURNS AND

ROLLS OFF FAST --

INT. LARGE HUT - NIGHT

CLOSE ON A HAND: a small LEATHIS SACK is placed in the palm.

The hand closes. Another OLDER HAND covers it.

In a primitive HUT, an old explorer, LOR SAN TEKKA, (rugged, kind) has handed the mysterious sack to POE DAMERON (32, in a pilot's jacket). Poe has charisma, a natural spark:

LOR SAN TEKKA

This will begin to make things right. I've traveled too far, and seen too much, to ignore the despair in the galaxy. Without the Jedi, there can be no balance in the Force.

POE

Well, because of you now we have a chance. We've been searching for any clue for sometime now.

LOR SAN TEKKA

I am heartened to see that there is still hope in a time when I thought that only despair maintained the galaxy. If you can find Skywalker, our salvation will not be as far gone as I've long thought it was.

POE

Not all of us have forgotten what they fought for all those years ago.

BB-8 ENTERS FRANTIC, BEEPS. Concerned, Poe turns to Lor San Tekka.

POE (CONT'D) We've got company.

EXT. LARGE HUT - NIGHT

The men exit fast. Poe moves TO CAMERA, raises QUADNOCULARS.

POE'S POV: LIGHTS on the horizon -- approaching ENEMY SHIPS.

POE lowers the quadnocs -- PUSH IN ON HIS UNNERVED EYES. A GROWING, FRIGHTENING THUNDER.

POE

You have to hide.

LOR SAN TEKKA You have to leave. Go!

Poe turns to him. Conflicted. Finally nods, hurries off.

BB-8 follows.

EXT. JAKKU VILLAGE - NIGHT

TRACK FAST with Poe as he and BB-8 hurry through the village, various ARMED VILLAGERS taking position, prepared to defend. EXT. JAKKU VILLAGE - NIGHT

A ROAR of WIND and DUST: the TRANSPORTS LAND. Stormtroopers come out FIRING BLASTERS -- the VILLAGERS FIRE BACK -- many are HIT! EXT. RISE ADJACENT TO VILLAGE - NIGHT

Poe runs to an X-WING fighter, parked at a distance from the village, hidden behind a ROCK OUTCROPPING.

POE

Come on, BB-8! Hurry!

Poe sends BB-8 into the droid socket / co-pilot seat -- he moves to the cockpit -- the CONTROLS COME TO LIFE. As the CANOPY CLOSES, Poe shoots a quick look back: the ENEMY ARRIVES IN THE DISTANCE.

Poe urgently works the controls -- BB-8 BEEPS.

The X-WING LANDING LIGHTS COME ON, ENGINES WHINE TO LIFE! But just then:

Poe's ship is suddenly HIT BY BLASTERFIRE! Poe turns to look: two STORMTROOPERS CHARGE HIS WAY, FIRING!

POE (CONT'D) I see 'em!

BB-8 BEEPS nervously as Poe GRABS HIS CONTROLS and FIRES AT

THEM, using the X-wing's drop-down antipersonnel blaster! The two Troopers are BLOWN AWAY in the large BLAST HITS!

Poe tries to start the ship now, but the ENGINES SPUTTER.

Concerned, he opens his canopy, jumps down, moves to the back of his ship: BAD DAMAGE ON THE REAR ENGINE PANEL. They're in trouble.

EXT. JAKKU VILLAGE - NIGHT

Lor San Tekka moves sadly through the village as STORMTROOPERS wielding FLAME THROWERS destroy structures. Surrendering Villagers are ROUNDED UP. Penned ANIMALS panic.

EXT. RISE ADJACENT TO THE VILLAGE - NIGHT

Back at the X-wing, Poe kneels beneath his ship, pulls from the leathis sack a SMALL, OLD ARTIFACT which he inserts into BB-8 -- the droid's MULTI-READER ENVELOPS it.

POE

You take this. It's safer with you than it is with me. You get as far away from here as you can. Do you hear me?

(BB-8 BEEPS, hesitates)

Find Ani! He's on this dustball somewhere. Now go!

BB-8 watches Poe run off. BEEP-WHINES nervously, then turns and heads off. Turns back once to look at Poe, then ROLLS AWAY. Poe uses his blaster rifle to fire at incoming troopers from cover.

EXT. JAKKU VILLAGE - NIGHT

The Troopers and villagers in battle -- as one Trooper is HIT and goes down. Another -- OUR TROOPER -- KNEELS to help.

The hit trooper raises a torn, bloody glove -- his HUMAN

HAND visible -- and MARKS OUR STORMTROOPER'S MASK WITH BLOOD just before he dies. Our Trooper, stands -- overwhelmed by the battle.

AN IMPOSING SHUTTLE CRAFT -- VERTICAL WINGSPAN 90 FEET TALL -LANDS NEAR THE TRANSPORT VEHICLES.

The shuttle craft door OPENS -- through the wind and smoke,

KYLO REN exits the ship: a TALL, DARK FIGURE, he strides through the chaos toward San Tekka.

A senior Trooper moves to our blood-marked Trooper, and orders him:

SENIOR TROOPER Stay here.

Our Trooper nods.

Kylo Ren stops before the outraged Lor San Tekka, dwarfing him. Only now does it become apparent that Kylo Ren wears a DARK MASK, marked by battle. Inset metal lines reflect FIRE.

KYLO REN

Look how old you've become.

LOR SAN TEKKA

Something far worse has happened to you.

Our blood-marked TROOPER is placed in line with other stormtroopers.

KYLO REN

You know what I've come for.

LOR SAN TEKKA

I know where you come from. Before you called yourself Kylo Ren.

KYLO REN

The map to Skywalker. We know you've found it, and now you're going to give it to the First Order.

Adjacent to the village, Poe enters frame -- sees the Ren/San Tekka exchange continue.

LOR SAN TEKKA

The First Order rose from the dark side... you did not.

KYLO REN

I'll show you the dark side.

LOR SAN TEKKA

You may try, but you cannot deny the truth that is your family.

Suddenly Kylo Ren raises his LIGHTSABER -- IGNITES IT --

PERPENDICULAR SMALLER BLADES AT THE HILT, A UNIQUE BUZZ -YELLOW/RED ENERGY, SPITTING SPARKS AND SMOKE --

KYLO REN You're so right.

And as he RIPS IT DOWN ACROSS SAN TEKKA!

Poe, RUNNING, SEES THIS AND YELLS, AIMS HIS BLASTER AND FIRES AT KYLO REN! Instantly:

Kylo Ren RAISES HIS HAND -- POE'S BLAST FREEZES -- THE BOLT OF ENERGY STRAINING AND VIBRATING IN MID AIR!

Kylo Ren sees Poe, who suddenly CANNOT MOVE, but strains to. He is grabbed by Stormtroopers who drag him past the VIBRATING, FROZEN BLAST, to Kylo Ren.

A Stormtrooper begins a brutal PAT DOWN. Kylo Ren moves closer. Poe just glares. The Stormtrooper KICKS OUT Poe's legs -- he lands hard on his knees.

Kylo Ren kneels to look at Poe.

POE

So who talks first? You talk first?

KYLO REN

The old man gave it to you.

POE

(indicates Kylo's mask)

It's just very hard to understand you with all the...

KYLO REN

(to troopers) Search him.

POE ... Apparatus.

The Troopers roughly pull Poe away. A Stormtrooper begins a brutal PAT DOWN. Kylo Ren moves closer.

Poe just glares as the pat down ends.

STORMTROOPER #1 Nothing, sir.

KYLO REN Put him on board.

Kylo Ren regards the Stormtroopers with the rounded up Villagers, then turns to the CHROME-SKINNED, FEMALE BLACKCAPED HEAD STORMTROOPER, CAPTAIN PHASMA.

CAPTAIN PHASMA Sir, the villagers.

KYLO REN Kill them all.

Phasma nods, steps forward:

CAPTAIN PHASMA On my command!

The Troopers, including OURS, aim at the Villagers.

CAPTAIN PHASMA (CONT'D) Fire!

Poe is roughly PULLED into a transport ship, the ramp LIFTS.

All around our Trooper BLASTERFIRE ERUPTS -- but we're WIDE

ENOUGH to see he ISN'T FIRING. PUSH IN until the FIRING STOPS. All the Stormtroopers SPREAD OUT TO SEARCH -- except ours.

Kylo Ren heads back toward his ship. But then he STOPS.

Feels something. TURNS AND LOOKS AT OUR STORMTROOPER for a

LONG MOMENT. Our Trooper can barely meet his gaze; knows he's doomed.

Kylo Ren then heads off -- passes the FROZEN BLAST, which, after a beat, GOES FREE AND SLAMS INTO A NEARBY STRUCTURE, scaring the hell out of our Stormtrooper.

EXT. EDGE OF JAKKU VILLAGE - NIGHT

A Stormtrooper climbs down from the cockpit of Poe's X-wing, backs away:

STORMTROOPER #2 Nothing here. Go ahead!

Three other Stormtroopers FIRE LASER CANNONS at the X-wing -destroying the ship in a LARGE EXPLOSION.

EXT. OUTSKIRTS OF JAKKU VILLAGE - NIGHT

BB-8 rolls across the sand, looks back: the X-wing FIREBALL.

BB-8, afraid, continues on his own in a mysterious, dark desert. We see a FORM -- an animal, its RED EYES LIFTING from the sand, watching the rolling droid, who just keeps going.

In a WIDE SHOT, we HEAR HIM BEEPING to himself, lonely and frightened.

EXT. SPACE - NIGHT

With the SANDY PLANET OF JAKKU as backdrop, Troop Transports and Kylo Ren's Shuttle approach a massive STAR DESTROYER.

INT. STAR DESTROYER HANGAR - NIGHT

Poe, shackled, is uhered from the transport through the hangar. He is awed by the imposing space.

POE

All right. All right!

Our Stormtrooper passes, moves fast:

INT. TROOP TRANSPORT VEHICLE - NIGHT

Our Stormtrooper enters the dark, vehicle. He removes his helmet. His head comes up and we PUSH IN ON HIS FACE FOR THE FIRST TIME. This is FN-2187. He is 23, likable. But in this moment, terrified, desperate.

After a beat, behind him, CAPTAIN PHASMA enters. FN-2187 knows he's in trouble.

CAPTAIN PHASMA

FN-2187. Submit your blaster for inspection.

FN-2187 Yes, Captain.

CAPTAIN PHASMA

And who gave you permission to remove that helmet?

FN-2187 I'm sorry, Captain.

CAPTAIN PHASMA Report to my division at once.

Phasma heads off. Shattered, FN-2187 replaces his helmet.

CUT TO:

INT. JUNKED VESSEL CORRIDOR - DAY

A metal heet is pulled open to reveal the wrapped up face of A SCAVENGER, perhaps alien, in GOGGLES, FACE MASK and GLOVES. Backpack with a STAFF strapped to it. Uses TOOLS to remove various MECHANISMS from inside the wall. We are in an upside-down, canted CORRIDOR. The Scavenger finds a valuable piece, drops it in a SATCHEL.

Swings the bag back and begins CLIMBING DOWN on a cable, between treacherous WALLS OF MACHINERY, headed to:

INT. JUNKED VESSEL - LARGER SPACE - LATER

Alone and tiny in this massive, sideways wreck, the Scavenger descends, climbing down a two-hundred foot-long cable. LANDS HARD onto rusty metal.

INT. JUNKED VESSEL - ENGINES - DAY

The Scavenger carries the satchel and another large, found piece, over enormous pipes in the vast space, heads through the dust toward a distant SLIT OF SUNLIGHT.

EXT. JUNKED VESSEL ENGINE - DAY

The Scavenger arrives from the darkness and pulls off goggles and gear, revealing the grimy face of a youthful, young MAN. This is ANAKIN SOLO, 19.

He opens his canteen, shakes out the two final drops into his mouth. HITS THE SIDE of the canteen again and again for whatever he can get. CUT WIDE:

Anakin is rendered minuscule, standing at the bottom of an EPIC ENGINE OF A DECAYING, CRAHED STAR DESTROYER -- DISTANT SOUND of his canteen-hitting. He sets his things on a piece of heet metal and sits next to it, sliding down the sand dune.

He RIDES DOWN THE MOUNTAIN OF SAND. WE HOLD FOR A LONG

TIME, looking down, as he recedes from us, toward the distant

SALT FLATS below. Random SCATTERED DEBRIS. His SPEEDER, tiny from here.

Anakin moves to his junker SPEEDER, jumps on, fires the sputtery engine and DRIVES OFF.

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

Anakin races along the desert floor: a GRAVEYARD OF CRAHED SPACESHIPS.

EXT. NIIMA OUTPOST - DAY

Anakin's speeder PASSES us, heading for a dusty, desert town.

Refueling, small trade, scavengers.

CRASH! Anakin's sack carrying his heavy FOUND OBJECTS hits the sand. Working like a tough seaman, Anakin hauls the sack from his speeder toward the town.

EXT. NIIMA OUTPOST - CLEANING TABLE - DAY

TIGHT ON ANAKIN'S HANDS as he SCRUBS CLEAN his day's salvage.

Anakin glances up: he looks at an old woman, also cleaning some salvage.

Anakin watches him, gets lost in the simple moment. A small, passing alien UNDERLING barks something to him in another language. He returns to work.

INT. NIIMA TRADING STRUCTURE - DAY

Anakin looks up to a SERVICE WINDOW: two feet above him, behind a protective screen, is his boss, UNKAR PLUTT (50, blobfish, unclean). He examines his pieces. Then he offers:

UNKAR

What you've brought me today is worth... Hmmm... One quarter portion.

Though disappointed, Anakin barely shows it. He nods thanks.

Unkar pushes through his transfer drawer a SEALED PACKET:

DRIED GREEN MEAT in one section, BEIGE POWDER in another.

He takes it.

He swallows his resentment and heads off.

EXT. NIIMA OUTPOST - DAY

The IMMENSE SETTING SUN against the FLAT TERRAIN. Anakin's SPEEDER races, almost insignificant, across frame.

INT. ANAKIN'S DWELLING - DAY

A SIZZLING SOUND over: A DRIED DESERT FLOWER in a rusty ENGINE PIECE. A rough, stuffed HANDMADE DOLL, made from what looks like orange Rebellion flight suit material and twine.

Anakin's lonely, ramshackle dwelling. Everything reclaimed.

He cooks for one. Does everything for one. He opens the

POWDER, moves to the makeshift WOK, where the GREEN MEAT

SIZZLES. Pours the powder into milky WATER in a tin. Stirs it. It GROWS INTO A LOAF as he puts the meat on an old plate. Grabs the loaf.

EXT. ANAKIN'S DWELLING - DUSK

Anakin sits, eats like a starving child. Every last drop.

Licks the metal plate. Looks out at the horizon. A single silent ship heads off, a shimmering, thin contrail. He wipes his mouth. He reaches around his neck, revealing a necklace with golden dice attached to it. He admires it, as if remembering something.

WIDE SHOT of Anakin sitting, alone and isolated, on the leg of an ANCIENT, FALLEN AT-AT in which he lives.

Then, a distant ELECTRONIC SQUEAL -- instantly he's up, helmet too big, he rips it off. Hears ANOTHER BEEPING SQUEAL. He hurries to his QUARTERSTAFF and runs off.

Anakin climbs a dune. RISE WITH HIS, revealing BB-8, caught in a NET but fighting back, being held by a TEEDO (a small, brutish desert tyrant), who rides a LUGGABEAST. The teedo

YELLS at BB-8, who BEEPS madly, struggling to free himself. Anakin recognizes the droid.

Anakin watches this injustice for a beat, finally YELLING OUT:

ANAKIN

Tal'ama parqual!

The Teedo and BB-8 STOP, GO SILENT, turn to his.

ANAKIN (CONT'D) Parqual zatana!

A half beat and the Teedo YELLS SOMETHING BACK, threatening. BB-8's head swivels to him, then back to Anakin, like watching a tennis match.

Anakin angrily moves to them, pulling a knife from his pouch. Anakin starts CUTTING BB-8 out of the netting. The Teedo freaks out, YELLING. Anakin suddenly stands, turns to the Teedo and says, fiercely:

ANAKIN (CONT'D) NOMA.

The Teedo barks a sort of "AHHHHH!" (As if to say, "GO TO HELL!"), Then heads off on his beast. This prompts BB-8 to start BEEP-YELLING at the departing bully, provocatively.

ANAKIN (CONT'D) Shhhh.

BB-8 quiets instantly. The two watch the Teedo head off.

Finally, BB-8 BEEPS a question. He KNEELS to him.

ANAKIN (CONT'D)

That's just Teedo. Wants you for parts. He has no respect for anyone. What are you doing here, I thought I told you to stay with Poe.

(considers BB-8 for the first time)

The war? Buddy, I left the Republic for a reason. (BB-8 BEEPS)

I said no, BB. I've made a good life here for myself. Seven years has done me well alone. (points to horizon) Niima Outpost is that way, stay off Kelvin Ridge. You can contact the Republic there.

(MORE)

ANAKIN (CONT'D)

Keep away from the Sinking Fields in the north, you'll drown in the sand.

(stands, heads off)

BB-8 starts after his, BEEPS. Anakin stops, his face grows grim; scared.

ANAKIN (CONT'D)

Poe was captured... Wasn't he?

BB-8 awkwardly beeps, looking down to the dune sand.

ANAKIN

BB... Where's Poe?

EXT. STAR DESTROYER - DAY

Three TIE fighters head to the massive ship high above Jakku.

INT. STAR DESTROYER HOLDING CELL - DAY POE, shackled to a chair, BEATEN, wakes up.

KYLO REN

I had no idea we had the best pilot in the Resistance on board. Comfortable?

Through battered lips:

POE Not really.

KYLO REN

I'm impressed. No one has been able to get out of you what you did with the map.

POE

Might wanna rethink your technique.

Kylo Ren says nothing, reaches out to him. Poe flinches in the chair as Kylo Ren reaches for his face, not touching him. Poe is soon in agony, remains in horrible silence --

KYLO REN Where is it?

POE

The Resistance will not be intimidated by you.

KYLO REN Where... is it?

Poe can't take it -- he BEGINS TO SCREAM and we CUT TO:

INT. STAR DESTROYER CORRIDOR - DAY

WHOOOSH! The cell door SLIDES UP. Kylo Ren exits, fierce, confronts GENERAL HUX (34, scary) who awaits him:

KYLO REN

It's in a droid. A BB unit.

GENERAL HUX

Well then. If it's on Jakku, we'll soon have it.

KYLO REN I leave that to you.

EXT. NIIMA OUTPOST - DAY

BB-8 is dropped to the sand.

ANAKIN

Don't give up. He still might show up.

BB-8 BEEPTALKS a question.

ANAKIN (CONT'D)

As much as I want to help, I'll be more trouble than expected. Trust me, its better this way.

He tries to force a smile, but can't, really. He heads off. BB-8 BEEPS... then heads after him.

INT. NIIMA TRADING STRUCTURE - DAY

Anakin stands with BB-8 in front of Unkar Plutt, at his window. He reviews his goods. He glances quickly at BB-8.

UNKAR

These five pieces are worth... Let me see see... One half portion.

ANAKIN

(objects)

Last week they were a half portion each.

He hates him. He leans forward.

UNKAR

What about the droid?

ANAKIN What about him?

UNKAR I'll pay for him.

BB-8 doesn't like this at all. Anakin is awkward, but curious.

UNKAR (CONT'D) Sixty portions.

CLOSE ON HIS. Stunned. Literally hungry for this amount of food, his stomach practically rumbles.

BB-8 sees his interest and BEEPS furiously, not liking this conversation at all.

He looks at Unkar. Looks down at BB-8. Considers it all.

Finally, he hears himself say:

ANAKIN

Sorry... But I built this droid many years ago. He's not for sale. (to BB-8) Come on.

Unkar furious. Anakin, then BB-8, head out. Recovering, Unkar watches his go with dark eyes. He picks up a communicator:

UNKAR

Follow the boy and get that droid.

He SLAMS the service window door SHUT.

INT. STAR DESTROYER HOLDING CELL - DAY

The cell door WHOOHES OPEN -- a STORMTROOPER enters. Poe remains shackled, worse for wear. A TROOPER GUARD here.

STORMTROOPER

Ren wants the prisoner.

TIGHT ON POE, in pain, drained, as the Guard unshackles him.

INT. STAR DESTROYER CORRIDOR - DAY

An exhausted, handcuffed Poe is walked down the corridor by the Stormtrooper, who holds a blaster at Poe's body.

STORMTROOPER Turn here.

Poe turns into a narrow passageway --

INT. STAR DESTROYER NARROW PASSAGEWAY - DAY

Heading down the narrow hall the Stormtrooper stops Poe.

STORMTROOPER

Listen carefully: you do exactly as I say, I can get you out of here.

POE

(coming to) If -- what--?

The Stormtrooper pulls off his helmet: IT IS FN-2187.

FN-2187

This is a rescue, I'm helping you escape. Can you fly a TIE fighter?

POE

You with the Resistance--?!

FN-2187 What?

(that's crazy) No no no! I'm breaking you out.

Can you fly a TIE fighter?

POE

I can fly anything. Why, why are you helping me?

FN-2187

Because it's the right thing to do.

POE

(it hits him) You need a pilot.

FN-2187 I need a pilot.

And Poe, seeing this is for real, smiles a hero's smile.

POE We're gonna do this.

FN-2187

(unsure but hopeful) ... Yeah?

INT. STAR DESTROYER HANGAR - DAY

WIDE SHOT ESTABLISHING the hangar. Find FN-2187, again masked, walking with Poe. By all appearances he's escorting a prisoner. A group of OFFICERS passes in the opposite direction.

FN-2187

Okay, stay calm, stay calm.

POE I am calm.

FN-2187 I'm talking to myself.

(beat) Not yet. Okay, go. This way.

FN-2187 walks quickly toward the far wall -- Poe follows -up the stairs to a two-man SPECIAL FORCES TIE FIGHTER –

INT. TIE FIGHTER - DAY

FN-2187 and Poe (wincing, sore) drop into the back-to-back cockpit. FN-2187 pulls off his helmet as Poe removes his cuffs and jacket, fires up the ship with excitement.

POE

I always wanted to fly one of these things. Can ya shoot?

FN-2187 Blasters, I can!

POE

Okay, same principal! Use the toggle on the left to switch between missiles, cannons, and mag pulse -use the site on the right to aim, triggers to fire!

FN-2187

This is very complicated.

FWOOOOOOM! The TIE FIGHTER LURCHES FORWARD --

POE

I can fix this.

INT. HANGAR SIX CONTROL ROOM - DAY

WIDE: see the ship STRUGGLE TO RISE, CABLES connected to it -PULL BACK FAST to REVEAL we're inside the main control room.

STAR DESTROYER TECHNICIAN

We have an unsanctioned departure from bay two.

WHIP TO a FIRST ORDER COLONEL, who responds:

FIRST ORDER COLONEL Alert General Hux and stop that fighter.

INT. STAR DESTROYER HANGAR - DAY

The TIE Fighter LIFTS OFF from the bay, rips CHARGING cables! Stormtroopers UNPACK and aim MEGABLASTERS.

INT. TIE FIGHTER - DAY

FN-2187 opens fire.

INT. STAR DESTROYER HANGAR - DAY

FN-2187 TEARS UP PARKED TIE FIGHTERS and GUN EMPLACEMENTS

WITH WELL-AIMED, STRATEGIC LASER BLASTS! Hits the CONTROL ROOM!

INT. HANGAR SIX CONTROL ROOM - DAY

THE WINDOWS ARE BLOWN IN BY LASER BLASTS!

INT. TIE FIGHTER COCKPIT - DAY

POE I got it!

EXT. STAR DESTROYER - DAY

The TIE Fighter blasts from the ship --

INT. TIE FIGHTER - DAY

Poe pilots -- amazed, almost enjoying it.

POE

Woooahhh! This thing really moves. All right, we gotta take out as many cannons as we can or we're not gonna get very far!

FN-2187 All right!

POE

I'm gonna get us in position, just stay sharp!

EXT. STAR DESTROYER - DAY

The TIE Fighter ARCS BACK, DIVES THROUGH THE OPENING BETWEEN

THE LEVELS OF THE MASSIVE SHIP, then FLIES DOWN AND BACK, along the ship's belly

-INT. TIE FIGHTER - DAY

Poe flies toward the CANONS --

POE

Up ahead! Up ahead! You see it? I've got us dead centered. It's a clean shot.

FN-2187 Okay, got it.

FN-2187 gets a target, FIRES!

EXT. STAR DESTROYER - DAY

LASERS BLAST from the TIE Fighter -- A SERIES OF CANNONS EXPLODE! Our TIE Fighter SLICES THROUGH the debris!

INT. TIE FIGHTER - DAY FN-2187 YELLS in celebration:

FN-2187

YES! You see that?! DID YOU SEE THAT?

POE

I saw it! Hey, what's your name?

FN-2187

FN-2187!

Poe reacts, this tells him volumes about FN-2187's history.

POE

FN-whaa?

FN-2187

That's the only name they ever gave me!

POE

Well I ain't using it! FN, huh?

Finn. I'm gonna call you Finn!

That all right?

Even in the madness, Finn can't suppress his smile.

FINN

"Finn." Yeah, "Finn", I like that!

I like that!

POE I'm Poe. Poe Dameron.

FINN

Good to meet you, Poe!

POE

Good to meet you too, Finn!

INT. STAR DESTROYER MAIN BRIDGE - DAY

General Hux looks over the shoulder of LIEUTENANT MITAKA, at a console.

LIEUTENANT MITAKA

Sir, they've taken out our turbolasers--

GENERAL HUX Use the ventral cannons.

LIEUTENANT MITAKA

Yes, sir. Bringing them online --

KYLO REN (O.S.) General Hux. Is it the Resistance pilot?

Hux turns: Kylo Ren enters fast, looms large, angry.

GENERAL HUX Yes, and he had help.

(vexed) From one of our own.

PUSH IN ON REN as Hux says:

GENERAL HUX (CONT'D)

We're checking the registers now to identify which Stormtrooper it was.

KYLO REN

... The one from the village. FN2187.

Hux is unnerved that Ren knows -- he chalks it up to Ren's Force ability. Kylo Ren heads off.

LIEUTENANT MITAKA Sir. Ventral cannons hot.

GENERAL HUX Fire.

EXT. STAR DESTROYER - DAY

Massive WARHEAD LAUNCHISS SPIN and FIRE BLASTS toward the TIE fighter, which flies EVASIVE MANEUVERS -- most blasts hit the DEBRIS from the TURBOLASER DESTRUCTION.

The TIE fighter then PULLS A BIG TURN, BACK TOWARD JAKKU, THE SANDY PLANET WHERE POE LEFT BB-8.

INT. TIE FIGHTER - DAY

POE

One's coming towards you. My right, your left. Do you see it?

FINN

Hold on! I see it!

POE Nice shot.

Finn looks up suddenly in alarm --

FINN

Where are you going?

POE

We're going back to Jakku. That's where.

FINN

No no no! We can't go back to Jakku! We need to get outta this system!

NEAR-MISS LASER BLASTS as Poe pilots aggressively.

POE

I got to get to my droid before the First Order does!

FINN What - a droid?!

POE

That's right. He's a BB unit! Orange and white: one of a kind.

FINN

I don't care what color he is! No droid can be that important!

POE

This one is, pal.

FINN

We need to get as far away from the

First Order as we can! We go back to Jakku, we die!

POE

That droid's got a map that leads straight to Luke Skywalker!

FINN

Oh, you gotta be kidding me!!! I--

Suddenly BAM! THEY ARE HIT!

EXT. TIE FIGHTER - DAY

The TIE FIGHTER SPARKS AND SMOKES, SPIRALING out of control toward the surface of Jakku!

INT. STAR DESTROYER MAIN BRIDGE - DAY

Captain Phasma and General Hux stand before a holographic projection detailing FN-2187's service records.

CAPTAIN PHASMA

FN-2187 reported to my division, was evaluated and sent to Reconditioning.

GENERAL HUX No prior signs of non-conformity?

CAPTAIN PHASMA This was his first offense.

A technician checks his readings, reports to General Hux.

TECHNICIAN #1 General. They've been hit.

GENERAL HUX Destroyed?

TECHNICIAN #1

(getting readings)

Disabled. They were headed back to Jakku -- the fighter's projected to crash in the Goazon badlands.

GENERAL HUX

They were going back for the droid -send a squad to the wreckage.

EXT. JAKKU DESERT - DAY

TIGHT ON FINN'S FACE: His EYES OPEN. He goes from unconscious to terrified, fast. He sits up, looks around. CUT BACK WIDE: he sits in the middle of an EPIC DESERT, DUNES FOREVER.

A BLACK CHUTE blows in the wind behind him, scattered debris.

Then he sees, over distant dunes, RISING BLACK SMOKE. He gets up -- moves toward it, calling out:

FINN Poe! Poe!

Finn scrambles over the massive dune to the TIE FIGHTER,

SMOKING AND ON FIRE, small debris around it. He thinks he sees POE'S ARM -- he pulls on it, but it's JUST POE'S JACKET. He throws that off and tries to find a way in -- even a way to LOOK INSIDE, but the smoke and heat make it impossible.

FINN (CONT'D) Poe!!! POE!

Suddenly the ship BEGINS TO SINK -- like it's being CONSUMED

INTO QUICKSAND -- Finn is slipping in too --

FINN (CONT'D) POE!!! POE!!!

It becomes clear fast: if Finn doesn't get away, he's gonna get sucked in too! So Finn scampers away from the TIE FIGHTER as it SINKS INTO THE SAND! We're in the Sinking Fields. A few moments and IT'S GONE. Poe rips his helmet off and unbuckles himself from a torn pilot seat.

POE

FINN!! I'm alright. I'm alright.

Finn's out of breath. Horrified yet, relieved. Then A GIANT EXPLOSION ERUPTS FROM below, SENDING SAND AND DEBRIS EVERYWHERE!

Finn and Poe sees this, disoriented, scared, exhausted and defeated.

EXT. DESERT - DAY

ENDLESS DUNES BEHIND HIM, Finn and Poe walk, Finn removes pieces of his Stormtrooper gear, while Poe uses his FLIGHT JACKET for shade.

EXT. DESERT - DAY

Exhausted, The two continue their trek across the endless, sandy nothingness.

EXT. DESERT - DAY

Finn and Poe, parched and losing hope, walk to the edge of a massive dune, looking out into the epic valley below. Miles ahead: NIIMA OUTPOST.

INT. STAR DESTROYER - BRIDGE - DAY

General Hux and Kylo Ren walk the length of the bridge.

GENERAL HUX

Supreme Leader Snoke was explicit. Capture the droid if we can, but destroy it if we must.

KYLO REN

How capable are your soldiers, General?

GENERAL HUX

(with vitriol) I won't have you question my methods.

KYLO REN

They're obviously skilled at committing high treason. Perhaps Leader Snoke should consider using a clone army.

GENERAL HUX

(you son-of-a-bitch)

My men are exceptionally trained -programmed from birth--

KYLO REN

Then they should have no problem retrieving the droid. Unharmed.

GENERAL HUX

Careful, Ren. That your "personal interests" not interfere with orders from Leader Snoke.

KYLO REN

I want that map. For your sake, I suggest you get it.

Ren heads off. Hux hates him.

EXT. NIIMA OUTPOST - DAY

Sun-scorched and exhausted, Finn stumbles out of the desert into the Outpost. In a heatstroke daze he moves past enormous old SHIP PARTS, MERCHANTS, SCAVENGERS and TENTED STALLS.

FINN

Water... water... water..

He sees a WATER TROUGH where a filthy, slobbering hippo-like creature (a HAPPABORE) DRINKS. Finn moves to it, uses his hands to desperately DRINK the filthy water. After a couple swallows he SPITS IT OUT, disgusted.

FINN (CONT'D) -- Awgh, GAH!

But he's parched and immediately RETURNS FOR MORE.

ACROSS THE MARKETPLACE, ANAKIN kneels with an emphatically BEEPING BB-8.

Just then, TWO of UNKAR'S THUGS approach and stop his. One clearly tells his that they're taking the droid. BB-8 reacts nervously as Anakin resists them -- one pulls a SACK over BB-8 while the other grabs Anakin's arm -- in the tussle, Anakin KNOCKS OVER METAL URNS for sale --

Finn, still drinking, is PUHED OVER by the happabore. He falls to the ground, then turns to look when he HEARS CRASHING. He sees, through the tents, ANAKIN FIGHTING.

He moves UP CLOSER to help this young woman being accosted -but he STOPS when Anakin begins to FIGHT BACK -- scrappy and feral, he KICKS, BITES and HITS. Finn is taken aback as he DEFEATS the attackers, who hit the sand, hard. Finn just watches, stunned. Poe grins.

FINN

You know him?

POE

That's Anakin Solo. An old friend.

FINN

Solo? Like...

Anakin moves to the COVERED BB-8 -- PULLS THE SACK OFF OF HIM.

Finn cannot believe his eyes. IT'S POE'S DROID!

Anakin talks to BB-8, who, nervous now, looks around and...

SEES POE AND FINN! BB-8 STARTS BEEPING like crazy. Then something insane happens: ANAKIN LOOKS AT THEM.

ANAKIN

Poe?

Finn is confused. Poe is racing toward him.

POE

Anakin!

They rush to each other and hug. Finn follows feeling slightly out of place.

POE

How've you been?

ANAKIN

I've been well. Whose this?

Poe grins.

POE

This is Finn. He's with me.

ANAKIN

How's Mom?

POE

She misses you. Havent seen your Dad much though.

ANAKIN

Sounds like him. BB-8 says Mom sent the two of you on a secret mission.

POE

The First Order is after us, especially BB-8.

FINN

Apparently, he's carrying a map to Luke Skywalker and everyone's after it.

ANAKIN

Poe, I cant get involved.

POE

But you can help us find him. You were trained by him, you have every reason to help.

ANAKIN

This is your war, Poe. Not mine.

FINN

You were trained by Luke Skywalker?

ANAKIN

Thats not a topic I discuss.

POE

Anakin...

Finn tilts his head, hearing the small distant ROAR of TIE FIGHTER ENGINES.

ANAKIN (CONT'D)

What is it?

Anakin moves to him, peeks around a tent corner. Now Finn moves to see: at a distance, TWO STORMTROOPERS TALKING TO UNKAR'S THUGS -- who POINT THEIR WAY!

FINN Come on!

Suddenly LASER BLASTS RIP PAST THEM, HIT THE CLEANING UNIT, SPEWING STEAM! MORE BLASTS as they run!

EXT. NIIMA OUTPOST - DAY

Finn, Poe, and Anakin run, the four race, ZIGZAGGING through a maze of tents:

POE

Come on, BB-8!

FINN

We gotta move!

ANAKIN

This is insane! You're going to get us killed! This way!

Now Finn, Poe, and BB-8 follow Anakin -- ANOTHER BLAST just missing them! They disappear through a tent.

TRACK FAST WITH STORMTROOPERS, through the tent maze. They come out of a tent, HAVING MOMENTARILY LOST THEIR TARGET.

STORMTROOPER Call in the air strike!

ANAKIN, FINN, POE AND BB-8 duck into another tent:

INT. NIIMA OUTPOST - TENT - DAY

Anakin, Finn, Poe and BB-8 move through RUSTY WARES and take cover.

Quiet, urgent:

ANAKIN

They're shooting at all of us!

FINN

Yeah, they saw you with me and Poe! You're marked!

ANAKIN

Well, thanks for that!

FINN

Does anyone have blasters around here?!

ANAKIN

(to BB-8) Are you okay?

Finn QUIETS HIM WITH A GESTURE, HEARING SOMETHING.

PUSH IN ON FINN -- whatever he hears alarms him greatly -he GRABS POES AND ANAKINS HAND -- PULLS AWAY --

ANAKIN (CONT'D) What the hell are you doin--!!

EXT. NIIMA OUTPOST - TENT - DAY

Finn pulls Anakin and Poe from the tent -- BB-8 FOLLOWS --

As they race from the tent a TIE FIGHTER SCREAMS INTO VIEW

FROM BEHIND THE TENTS! A SECOND FOLLOWS CLOSE BEHIND. IT

FIRES AT THEM -- A MASSIVE BLAST SENDS ANAKIN, POE, AND FINN FLYING -BB-8 ROLLING!

WIDE SHOT: TWO TIE FIGHTERS SCREAM OVER the town, the EXPLOSION throws sand and debris fifty feet into the air.

Anakin is thrown HARD to the ground -- he is rattled, truly afraid. Then he turns: FINN lies nearby, unconscious. Suddenly afraid, he scrambles to him, rolls him over. BB-8 ROLLS OVER, BEEPING in concern.

POE Hey!

As Finn comes to, he sees him. Through his fog:

FINN -- Are you okay?

And that very question touches him – a true friend.

POE

Yeah.

(extends his hand)

Grateful, Finn takes it. They're off.

ANAKIN

Follow me.

LOCALS run amok as TIE fighters DIVE BOMB. ANAKIN, FINN, POE, and BB8 SPRINT, BLASTER EXPLOSIONS GET CLOSER AND CLOSER!

EXT. NIIMA OUTPOST - SPACEPORT - DAY

Anakin, STAFF strapped to his back, leads the way as he, Finn, Poe, and BB-8 race into the spaceport. Finn glances back: TWO TIE FIGHTERS BANK their return. They YELL:

FINN

We can't outrun them!

Anakin POINTS to a parked, four-engine SHIP ahead:

ANAKIN

We might in that quad-jumper!

POE Are you crazy?!

ANAKIN

Got any better ideas?!

FINN

(indicates one

OFF-CAMERA)

What about that ship?

ANAKIN

That one's garbage!

POE

It's not garbage, it's --

They run for the JUMPER but the passing TIE FIGHTERS FIRE AT IT, BLOWING IT APART IN A HUGE FLAME BALL! Anakin, coming to a quick stop, RIGHT UP TO CAMERA:

ANAKIN (CONT'D) The garbage'll do!

He turns and runs back – Finn, Poe, and BB-8 follow as they all run toward the piece of junk -- and we see it for the first time: THE MILLENNIUM FALCON!

TIE fighters BANK AROUND AGAIN. Finn, Anakin, Poe, and BB-8 run up the ramp of the semi-tarped Falcon.

INT. MILLENNIUM FALCON - DAY

Finn, Anakin, Poe, and BB-8 enter the ship -- he hits a control and the door DESCENDS CLOSED as he races to the cockpit:

ANAKIN

Gunner position's down there!

POE (climbs down)

Y'ever fly this thing?

ANAKIN

You know I have.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin tosses his staff aside, jumps into the pilot's seat, frantically flips switches. BB-8 rolls in behind him as the ENGINES WHINE to life:

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

Finn buckles into the gunner seat -- to his shock the SEAT

WHIPS TO THE LEFT, startling him -- he grabs the controls to steady himself.

FINN Great.

(reacts to seat)

Whoa! I can do this, I can do this--

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin bucks himself up. Doesn't believe his quick words:

ANAKIN

I can do this, I can do this-

POE

Ani, relax. You got me here to back you up. Now let's start this thing.

Anakin pulls the yoke:

THE FALCON ENGINES LIGHT UP BRIGHT!

EXT. NIIMA OUTPOST - SPACEPORT - DAY

The FALCON RISES, WILDLY -- ITS TARPS FLY OFF -- THE SHIP SPINS AND TILTS, SLAMS INTO AND CRUMBLES THE TOWN'S ARCHWAY!

From the tents, Unkar Plutt runs out, SCREAMS:

UNKAR

HEY!!!! THAT'S MIIIIIIINE!!!

The Falcon BLASTS AWAY, two TIE FIGHTERS chase it, fast!

INT. MILLENNIUM FALCON - DAY

Anakin and Poe pilot, headed for the sky!

Finn SWINGS into frame, trying to work the GUNS.

FINN

Whoa! Hey! Oh! Stay low! Stay low!

ANAKIN WHAT?

FINN

Stay low! It confuses their tracking!

For a crazy instant Anakin LETS GO OF THE YOKE, stretches to the co-pilot controls -- THE FALCON CANTS!

ANAKIN BB-8, hold on!

Poe finally REACHES the switches, Anakin returns to the yoke, stabilizing the ship, afraid of this next move.

ANAKIN

I'M GOING LOW!!!

EXT. DESERT - DAY

BEHIND THE FALCON as it DRAMATICALLY BANKS AT AN UPWARD ARC, UPSIDE-DOWN, then SWOOPS PERILOUSLY LOW across the sand.

Two TIE FIGHTERS SCREAM past us!

INT. MILLENNIUM FALCON - DAY

In the cylindrical corridor, BB-8 ROLLS TO THE CEILING!

Anakin looks back for a flash as the TIE Fighters pass -- They are ROCKED BY A BLAST!

POE

What are you doing back there? Are you ever gonna fire back?!

Finn flicks switches -- The GUN TARGETING LIGHTS UP:

FINN

Your fancy flying is making it difficult! Are the shields up?

Poe strains, reaching for something in the co-pilot seat.

POE

The shields are fried! Anakin, what'd you do to this thing?

ANAKIN

I kinda drained the shield converters when I came here.

POE

Kinda?

Finn finally FIRES BACK at the two TIE FIGHTERS!

EXT. DESERT - DAY

Finn's shots MISS. The TIE FIGHTERS ARC BACK IN PURSUIT and SCREAM PAST US toward the Falcon! Both TIES FIRING!

INT. TIE FIGHTER COCKPIT - DAY The BLACK-SUITED PILOT FIRES at the Falcon.

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY The Falcon is ROCKED by another BLAST!

FINN

We need cover, quick!

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin HITS SWITCHES, pilots the best he can:

ANAKIN

We're about to get some!

POE

I hope you know what you're doing.

ANAKIN

You and me both. Pull that switch.

EXT. DESERT - DAY

The Falcon speeds through a ROCK FORMATION, GRAZING THE ROCK, TAKING OUT A CHUNK -- the two TIE Fighters in pursuit, FIRING!

The Falcon BANKS SO HARD, the edge of the ship RIPS A LINE IN THE SAND as it turns, REVEALING THE SHIP GRAVEYARD AHEAD.

INT. MILLENNIUM FALCON - DAY

BB-8 EXTENDS MAGNETIC CABLES to brace himself in a corridor.

Finn continues to fire at the TIE fighters, narrowly missing them.

FINN Damn it!

Anakin and Poe maneuver the ship deeper into the graveyard.

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

Finn SWOOPS into frame, FIRES --

FINN Come on... come on...

\-- HITS AND SHATTERS the TIE FIGHTER!

POE

Nice shot!

FINN

I'm getting pretty good at this!

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

The TIE FIGHTER CRAHES amid the DEBRIS, THREE SCAVENGERS instantly there to consume the new bounty.

The Falcon, pursued by the ONE REMAINING TIE FIGHTER, slaloms through the MASSIVE WRECKAGE, GRAZING THE OLD SHIPS as he goes, pieces flying.

The TIE FIGHTER FIRES -- HITTING THE FALCON'S LOWER TURRET, SPINNING IT, JAMMING IT INTO FORWARD POSITION! INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

ALARMS BLARE --

FINN

The cannon's stuck in forward position, I can't move it! You gotta lose 'em!

INT. MILLENNIUM FALCON - COCKPIT - DAY

The ship is HIT AGAIN -- afraid, Anakin's mind races as he scans the area -- and gets an idea.

ANAKIN

Get ready!

FINN

Okay! For what?

ANAKIN

Poe, remember that time on Malastar?

POE

Ohhhhh, yeah I do.

ANAKIN

Let's do this.

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

Anakin pilots the ship up AND INTO THE REAR OF A CRAHED SUPER STAR DESTROYER! The final TIE FIGHTER FOLLOWS!

INT. MILLENNIUM FALCON - DAY

Finn peers out the window, realizing where they are:

FINN

ARE WE REALLY DOING THIS?!

INT. WRECKED SUPER STAR DESTROYER - DAY

The two ships slalom debris inside the giant ship -- the Falcon GRAZING ONE SIDE, THEN THE OTHER, SPITTING SPARKS!

INT. MILLENNIUM FALCON - DAY

Anakin, scared, girds himself as he quickly runs out of space in the wreck.

ANAKIN

POE! DO IT NOW!

Just as the TIE PILOT GETS A LOCK, POE YANKS THE YOKE --

EXT. DESERT - SPACESHIP GRAVEYARD – DAY

The Falcon makes a HARD RIGHT TURN out of the Destroyer.

Anakin then CUTS POWER AND FLIPS THE SHIP SO BACK FACES FRONT!

FINN CAN NOW SEE THE PURSUING TIE FIGHTER! He FIRES, DESTROYING IT!

ANAKIN GUNS THE ENGINES again, FLIPS THE FALCON and FLIES AWAY as the TIE FIGHTER CRAHES!

FINN Whooo!

The Falcon ROARS OFF, victorious, leaving the ship graveyard and disappearing into the clouds.

EXT. SPACE - DAY

The Falcon ROARS from Jakku off to space.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin and Poe excitedly unbuckle their seatbelts and hurry back.

INT. MILLENNIUM FALCON - CORRIDOR - DAY

Anakin and Poe race past BB-8, who is RETRACTING his safety restraints.

Finn, adrenalized, climbs from the turret, meets Anakin and Poe in the corridor, the LOUNGE in the b.g..

ANAKIN/POE

FINN

Good shooting! Thanks! I--

Now that was some

I don't know! -- I've flying! How did you

flown some ships but I've- do that?! No one

trained you? No one.

Your last shot was dead

That was amazing!

You got him with one

(beat) blast!

You set me up for it!

(laughs)

(cocky)

It was perfect! That was pretty good.

They're just staring at each other now, seeing something odd and weird and wonderful -- three people in joy and camaraderie.

Bb-8 BEEPS something urgent -- he turns to the droid, kneels.

ANAKIN (CONT'D)

You're ok, BB.

We're going to get you home.

(to Finn) We didn't have a proper introduction. I'm Anakin.

FINN

Finn.

They JUMP: across the lounge, STEAM BURSTS from under the grating.

ANAKIN

Help me with this! Quick!

They hurry to the grating, PULL IT UP together. BB-8 rolls over, watches.

FINN

Whoa! What's going on?

He goes below as BB-8 BEEPS concern.

EXT. SPACE - DAY

The First Order Star Destroyer above Jakku.

INT. STAR DESTROYER BRIDGE - DAY

Lieutenant Mitaka moves to Ren, who looks out across the star field. Mitaka swallows, uneasy with his task.

LIEUTENANT MITAKA

Sir. We were unable to acquire the droid on Jakku.

Ren turns to look at him, he says nothing.

LIEUTENANT MITAKA (CONT'D)

It escaped capture aboard a stolen Corellian YT model freighter.

KYLO REN

The droid... stole a freighter?

LIEUTENANT MITAKA Not exactly, sir. It had help.

Ren says nothing. Which says everything. Mitaka sweats.

LIEUTENANT MITAKA (CONT'D)

We have no confirmation, but we believe FN-2187 and the Resistance pilot may have been helped in the escape--

Ren IGNITES HIS LIGHTSABER, TURNS AND SLAHES AT THE CONSOLE BEHIND HIM! HOLD ON Mitaka, who reacts, looks away -- winces. The horrible SOUNDS of Ren's rage continues. Finally Mitaka looks up. The metallic wall behind Ren is RIPPED with glowing scars.

KYLO REN Anything else?

Mitaka hates to say the following, but:

LIEUTENANT MITAKA

The two were accompanied by a boy.

Ren reaches out -- Mitaka is suddenly, violently PULLED TOWARD REN, into his black glove:

KYLO REN What boy?

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

Anakin's head POPS up from under the grating, surrounded by STEAM. An EMERGENCY ALARM BLARES.

ANAKIN

It's the motivator! Grab me a Harris wrench -- check in there!

As he checks a storage box, he disappears down below, overwhelmed by the technical issues --

FINN How bad is it?!

POE

If we wanna live, not good!

BB-8 watches as Finn searches A SELECTION OF TOOLS:

FINN

They're hunting for us now, we gotta get outta this system!

Anakin re-emerges, Finn hands his the wrench.

ANAKIN

BB-8 said the location of the

Resistance Base is "need to know" -if I'm taking you there, I need to know!

FINN (Throws a tool) This?

He catches it and goes under again, leaving Finn and BB-8 alone. He contemplates telling his the truth. This is his moment. But instead he knees to BB-8, says quietly, urgently:

Anakin pops up again:

ANAKIN

Pilex driver, hurry!

Finn moves for the tool.

ANAKIN (CONT'D) So where's your base?

He and Poe look to BB-8 -- who considers the whole situation, then BEEPS.

ANAKIN

The Ileenium system?

Finn hands him the tool, surprised but thrilled -- Anakin disappears below again.

POE

The Ileenium system, get us there as fast as you can.

A smiling Finn gives BB-8 a THUMBS UP. BB-8 quickly extends his WELDING TORCH and TURNS IT UPWARD, then retracts it.

ANAKIN

I'll drop you two at Ponemah Terminal. I need the bonding tape, hurry!

FINN

(searching for tape) What about you?

ANAKIN

I gotta get back to Jakku!

FINN

(loses his mind)

BACK TO JAK--?! Why does everyone always wanna go back to Jakku?! !

ANAKIN

No, that one! No. No. The one I'm pointing to! No. NO. NO. If we don't patch it up, the propulsion tank will overflow and flood the ship with poisonous gas!

Bb-8 has moved to Finn -- TIPS HIS HEAD, shows him the tool.

He throws his the tape, he disappears below:

FINN This?

ANAKIN Yes!

FINN

Hey. Anakin. You're a pilot -- you can fly anywhere! Why go back?!

The STEAM and ALARM STOP as Anakin pops up, annoyed:

ANAKIN

None of your business, THAT'S WHY!

But then: ALL THE SHIP POWER GOES OUT. BB-8 is nervous.

POE

... That can't be good.

ANAKIN

(heads off)

\-- No it can't be --

FINN FOLLOWS ANAKIN TO:

INT. MILLENNIUM FALCON - COCKPIT - DAY

They plop into the seats, in a panic. He checks the dead instrumentation panel:

ANAKIN

Someone's locked onto us -- all controls are overridden.

Finn quickly, awkwardly climbs up, looks out.

ANAKIN (CONT'D) Get off. Get off! See anything?

FINN ... Oh no.

EXT. SPACE - DAY

The Millennium Falcon, powerless, is a sitting duck.

SOMETHING EPIC appears from ABOVE: THE ANTENNA ARRAY IS THE

FIRST WE SEE OF A MASSIVE FREIGHTER, ITS GIANT HANGAR OPEN LIKE A HUGE MOUTH WHICH SWALLOWS THE FALCON LIKE A WHALE!

INT. MILLENNIUM FALCON - COCKPIT - DAY Finn PLOPS into his seat, horrified.

FINN

It's the First Order.

ANAKIN

What do we do-- there must be something --

Finn's mind races -- then:

FINN

You said poisonous gas --

ANAKIN

\-- Yeah, but I fixed that --

FINN

Can you unfix it?

Anakin stares at him -- and gets his plan! They head off --

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY The GAS MASKS hanging in the lounge are GRABBED.

Finn and Anakin, gas masks on, quickly climb into the open grating area.

ANAKIN C'mon BB-8.

They help BB-8 down, too: they both struggle like crazy, he weighs a TON.

FINN I got it.

ANAKIN Oooh...

FINN

I'm okay. BB-8 get off me...

UNDER THE GRATING Finn pulls the grating over them as Anakin works on the controls.

ANAKIN

You think this'll work on the Stormtroopers?

FINN

Yeah. Their masks filter out smoke, not toxins.

LIGHTS COME ON! SOUND of the SHIP RAMP LOWERING! Finn PULLS THE GRATING CLOSED as he says:

FINN (CONT'D) Hurry!

ANAKIN

I'm hurrying!

Suddenly the FALCON DOOR OPENS -- AND HAN SOLO AND CHEWBACCA BOARD THE FALCON, weapons at the ready. PUSH IN ON THEM, ready for combat, operating silently, with hand signals only.

HAN

Chewie, we're home.

Han gives Chewie a nod to check out the ship. Chewie heads off one way, Han in another.

The grating above LIFTS OFF -- hands in surrender, they look up at Han, who's training his blaster on them, threatening. They're SCARED.

HAN (CONT'D)

Anakin?

ANAKIN

...Hey, Dad...

HAN The hell you doing here? Where are the others?

Chewie MOAN-TALKS. Anakin responds to him --

ANAKIN

We're the only ones on board.

FINN

You can understand that thing?

HAN

And "that thing" can understand you too, so watch it. Come on outta there.

They climb up -- BB-8 uses his magnetic arm to quickly pull himself out.

HAN (CONT'D) Where'd you disappear to all those years ago?

ANAKIN Niima Outpost.

HAN

Jakku?! That junkyard?

FINN

Thank you! Junkyard!

HAN

(to Chewie)

Told ya we should've double-checked the Western Reaches!

(to Anakin)

You stole my ship.

ANAKIN

Well, I learned from the best.

HAN

Enough of that smart mouth of yours. Han Solo just stole back the Millennium Falcon for good.

Han walks away, takes in the ship: it's his again. Doesn't see that Anakin is frustrated. His back to all of them, he smiles.

Chewie responds as Han heads toward the cockpit.

FINN

This is the Millennium Falcon? You're

Han Solo?

HAN I used to be.

FINN

Han Solo? The Rebellion General? He's your father?

ANAKIN

Yep.

FINN

(to Chewie)

Wasn't he a war hero?!

Chewie replies: "Yeah, I guess, kinda..." Anakin calls out:

FINN

This is the ship that made the Kessel Run in fourteen parsecs...!

INT. MILLENNIUM FALCON - COCKPIT - SAME Han enters the cockpit.

HAN

Twelve! Fourteen.

A moment of private joy. Then he sees something that ANNOYS him:

HAN (CONT'D) Hey! Some moof-milker put a compressor on the ignition line!

Han moves to the corridor.

INT. MILLENNIUM FALCON - LOUNGE AREA-DAY

ANAKIN

Yeah, a guy on Jakku fiddled with it. I thought it was a mistake too, puts too much stress on the hyperdrive--

HAN

(overlapping his)

\-- Stress on the hyperdrive-(Han grins. Then:) So, you still know the mainframe?

ANAKIN

Of course I do. You wouldn't let me pilot it unless I learned every inch of the place.

POE

Han, We need your help.

HAN My help?

ANAKIN

BB-8 has to get to the

Resistance base as soon as possible!

FINN

He's carrying a map to Luke Skywalker.

Yup: Han stops in his tracks.

FINN (CONT'D)

You are the Han Solo that fought with the Rebellion. You knew him.

The mention of Luke has really hit Han. He turns to Finn.

HAN

Yeah, I knew him. I knew Luke.

Suddenly: a distant, METALLIC KA-CHUNK!

HAN (CONT'D)

Don't tell me a Rathtar's gotten loose--

Han hurries out -- they all follow, (Chewie, Anakin, Finn, Poe, then BB-8), Finn with WILD CONCERN:

FINN

Wait -- a what?! Did you just say Rathtars? Hey!

INT. CARGO SHIP - HANGAR - DAY

The Falcon is parked in this giant freighter's hangar. Han moves to a CONTROL PANEL, they all follow him.

FINN

You're not hauling Rathtars on this freighter, are you?

HAN

I'm hauling Rathtars.

On the CONTROL PANEL: IMAGES ON SCREENS FROM ALL AROUND THE

SHIP. Including the EXTERIOR, where a TRANSPORT SHIP is LANDING ON THE FREIGHTER. Han is fearful.

HAN (CONT'D)

Oh great. It's the Guavian Death Gang -- they must've tracked us from Nantoon.

Han heads off as:

POE

What's a Rathtar?

INT. CARGO SHIP - CARGO CONTAINER CORRIDOR - DAY

Han leads our group down a LONG NARROW HALL lined with cargo containers.

HAN

They're big and dangerous...

FINN

Y'ever heard of the Trillia Massacre?!

POE No.

FINN Good.

They turn a corner:

HAN

I got three of 'em going to King Prana.

FINN

THREE?! How'd you get them on board?

HAN

I used to have a bigger crew.

Chewie GROAN-TALKS, concurring.

CUT TO: LOOKING UP AS A HATCH OPENS IN THE FLOOR. HAN AND CO. ARE THERE.

HAN

Get below deck and stay there until

I say so -- don't even think about taking the Falcon.

ANAKIN

What about BB-8?

HAN

He stays with me -- until I get rid of the gang, then you can have him back and be on your way.

FINN

What about the Rathtars... where are you keeping them?

A TERRIFYING BAM: a GROTESQUE RATHTAR GIANT TONGUE SLAMS into the CARGO CONTAINER window behind Finn, whose heart stops.

HAN There's one.

ANAKIN

What are you gonna do?

HAN

Same thing I always do: talk my way out of it.

(Chewie MOAN-TALKS)

Yes, I do. Every time.

INT. CARGO SHIP - NARROW CORRIDOR - DAY

A PORTAL opens. The GUAVIAN DEATH GANG enters. One man in a SUIT (BALA-TIK), and five SECURITY SOLDIERS in badass UNIFORMS with ROUND-FACE HELMETS. They turn into and stop at one end of the corridor. Han, Chewie and BB-8 forty feet away in the middle of the long hall.

BALA-TIK Han Solo. You are a dead man.

Han smiles innocently, friendly. BB-8 nervously looks back and forth at the gang, and Han.

HAN

Bala-Tik. What's the problem?

BALA-TIK

The problem is we loaned you fifty thousand for this job.

INTERCUT WITH:

INT. CARGO SHIP - BELOW FLOOR GRATING - DAY They look up, trying to get a view. Anakin rolls his eyes in a "typical dad" manner

POE

Can you see them?

FINN No.

They start crawling down the crawl space.

BALA-TIK

I heard you also borrowed fifty thousand from Kanjiklub.

HAN

You know you can't trust those little freaks! How long've we known each other?

Anakin, Poe, and Finn arrive under the gang. They WHISPER:

ANAKIN

They have blasters...

POE A lot of 'em.

We RISE THROUGH THE FLOOR to see the GANG and Han and company in the distance.

BALA-TIK

The question is how much longer will we know each other? Not long. We want our money back now.

(CONTINUED)

CONTINUED:

HAN

Ya think hunting Rathtars is cheap? I spent that money.

BALA-TIK

Kanjiklub wants their investment back, too.

HAN

I never made a deal with Kanjiklub!

BALA-TIK

Tell that to Kanjiklub.

The SOUND of a PORTAL OPENING. Han's face GOES WHITE as he turns to the OTHER END OF THE CORRIDOR, where KANJIKLUB MEMBERS APPEAR. A GANG in a MEDIEVAL BANDITO style.

Han smiles uncomfortably at the Kanjiklub members. Its LEADER, TASU LEECH, out front. Han tries to play it off:

HAN

Tasu Leech. Good to see you. Tasu speaks an alien language, we SUBTITLE:

TASU LEECH

Wrong again, Solo. It's over for you.

Tasu COCKS HIS WEAPON, there for blood. BB-8 is nervous.

Finn, Poe, and Anakin react to the sounds of the new gang -- start CRAWLING BACK the other way to see them.

HAN

Boys. You're both gonna get what I promised! Have I ever not delivered for you before?

BALA-TIK Yeah.

TASU LEECH Twice!

Han realizes he's right. Anakin smirks, trying not to chuckle.

HAN

What was the second time?

BALA-TIK

Your game is old. There's no one in the galaxy left for you to swindle.

TASU LEECH Nowhere left for you to hide.

BALA-TIK

That BB unit... the First Order is looking for one just like it. And three fugitives.

Finn, Poe, and Anakin SUDDENLY STOP CRAWLING, tense.

BB-8 hides behind Han's leg. PUSH IN ON Han as he realizes:

Finn, Anakin, and Poe are in real trouble.

HAN

First I've heard of it.

Below the grating, Finn and Anakin look at each other, afraid.

Above, another Kanjiklubber (RAZOO QIN-FEE) says (SUBTITLED):

RAZOO QIN-FEE Search the freighter.

One of the Kanjiklubbers begins moving down the corridor, AIMING A FLASHLIGHT DOWN BELOW, searching for:

FINN AND ANAKIN, in a QUIET PANIC BELOW: THEY START CRAWLING FAST in the opposite direction they came.

Anakin crawls off fast, Finn follows. They quickly arrive at a JUNCTION BOX AREA, Anakin looking at the controls.

POE

Wait wait wait wait. If we close the blast doors in that corridor, we can trap both gangs!

FINN

Close the blast doors from here?

ANAKIN

Resetting the fuses should do it.

Anakin begins RESETTING the FUSES, SPARKS shooting from them as they do. Finn quickly joins in.

Anakin and Poe FINISH resetting the fuses boxes. Anakin smiles optimistically. Finn looks hopeful.

DOWN AN EMPTY ROW OF LARGE CONTAINERS, which OPEN -- and a GIANT RATHTAR -- an ENORMOUS, FIERCE AND RAVENOUS LAND OCTOPUS -SLITHISS OUT OF ITS CAGE!

BACK UP TOP as BANKS OF LIGHTS BEGIN GOING OFF, ONE BY ONE.

The GANGS look around.

Han's eyes go wide -- he gets it -- and it's bad. QUIETLY:

HAN

... I got a bad feeling about this...

Suddenly all the LIGHTS COME ON AGAIN -- even down below,

where Anakin realizes it hasn't gone as planned.

ANAKIN

Oh no.

FINN Oh no, what?

ANAKIN

(pale) Wrong fuses.

IN ANOTHER CORRIDOR, BACK WITH THE GANGS:

BALA-TIK

Kill them! And take the droid!

The gangs AIM THEIR WEAPONS JUST AS A RATHTAR APPEARS BEHIND

THE GUAVIAN DEATH GANG, GRABBING TWO MEMBERS! THE OTHERS SCREAM AND RUN! The gang FIRES BACK -- BLASTS FLY!

Han and Chewie react, flinching -- then turn to Kanjiklub as a RATHTAR APPEARS BEHIND THEM, ROARING DEAFENINGLY! The Gang turns -- others run, FIRE AT IT.

INT. CARGO SHIP CORRIDOR A - DAY

Han, Chewie and BB-8 race down the hall -- A MEMBER OF THE

KANJIKLUB GANG comes around the corner. Han PUNCHES him with one blow, throws him toward the Rathtar. They keep steppin...

INT. CARGO SHIP - BELOW FLOOR GRATING - DAY

Anakin, Poe, and Finn hurriedly crawl through the space below decks.

FINN

This was a mistake!

ANAKIN Huge!

INT. CARGO SHIP CORRIDOR A - DAY

Two Guavian Death Gang members run through the ship -- passing Tasu Leech, who sees another Kanjiklub member down the corridor -- who gets GRABBED BY A TENTACLE! Tasu tries to help him, but he gets PULLED UP AND AWAY! Tasu hears a distant terror-scream of a Rathtar, and runs the other way. Other Kanjiklub members YELL at him to avoid that direction -they all turn a corner -- a RATHTAR IS THERE AND GRABS THE TWO OTHERS! Tasu FIRES at the beast and RUNS OFF -- and we land on a FLOOR HATCH, which opens. Anakin and Finn climb out, quickly.

They turn a corridor --

POE

What do they look like?

Another corner -- and GANG MEMBERS ARE BATTLING A HORRIBLE RATHTAR! Anakin COVERS HIS MOUTH.

FINN

They look like that.

The three yank away from the scene. They race around another corner -- a RATHTAR IS THERE!

FINN (CONT'D) This way!

ANAKIN

Are you sure?

They scream and run off -- but Finn is GRABBED, PULLED AWAY FAST!

ANAKIN (CONT'D) FINN!

But the Rathtar's fast and TURNS A CORNER, losing Anakin --

FINN ANAKIN! POE!

INT. CARGO SHIP CORRIDOR E - DAY

TIGHT ON FINN as he's being yanked down the hall, SCREAMING as he struggles to get loose! Anakin turns the corner -- Finn is gone -- nowhere to be seen.

POE FINN!!!!

Without Finn, Poe is instantly distraught – but Anakin closes his eyes, raising his left hand up feeling and sensing the screams of Finn along with the snarls of the the Rathtar. As if in a trance; THE FORCE -and there's Finn, being dragged by a Rathtar toward an OPEN BLAST DOOR. Anakin clenches his fingers together.

INT. CARGO SHIP CORRIDOR B - DAY

The BLAST DOOR INSTANTLY CLOSES ON ONE OF THE RATHTAR'S

TENTACLES! It SCREAMS IN PAIN, ITS SEVERED TENTACLE STILL WRAPPED AROUND FINN'S LEG! Finn scrambles up, desperately shaking the sticky tentacle off his leg!

Anakin and Poe arrive, running to Finn, beaming to see him alive -- he is adrenaline-ruhed, in shock:

POE Finn!

FINN

It had me! But the door--!

ANAKIN That was lucky!

ANOTHER CORRIDOR – Finn, Poe, and Anakin run towards the Falcon.

INT. CARGO SHIP CORRIDOR D - DAY

Han, Chewie and BB-8 take cover, Han exchanging BLASTER FIRE with GANG MEMBERS AT THE OTHER END OF THE HALL.

HAN

I got the door. Cover us!

Chewie GROAN-AGREES. Chewie FIRES DOWN THE HALL as Han CROSSES THE CORRIDOR, BB-8 following nervously. As Chewie exchanges blaster fire, Han works the controls.

THE HATCH OPENS (FALCON in the distance) -- just as CHEWIE IS HIT IN THE SHOULDER BY ENEMY FIRE! He goes down with a LOUD GROAN!

HAN (CONT'D) Chewie! You okay?

Han GRABS CHEWIE'S BOWCASTER, FIRES at the DOOR CONTROLS, BADASS!

HAN (CONT'D)

(looks at bowcaster)

Wow. Come on! Come on!

INT. CARGO SHIP HANGAR - DAY

Run with Finn and Anakin as they turn into the hangar, toward the Falcon. Han helps WOUNDED CHEWIE up the ramp, sees them.

ANAKIN Han!

Finn, Poe, and Anakin race past BB-8 -- as they go up the ramp, Han says to Anakin:

HAN

You, close the door behind us!

(to Finn)

You take care of Chewie!

Han and Anakin race up the ramp as Finn and Poe head up with Chewie, who SCREAMS WILDLY IN PAIN!

INT. MILLENNIUM FALCON - COCKPIT - DAY

Han stands at the navicomputer, hitting switches. Anakin enters fast, moves past him to Chewie's seat.

HAN

Hey, where are you going?

ANAKIN

I had to install a fuel pump too -- if we don't prime that we're not going anywhere.

HAN

I should have never taught you how to fly.

Han sits as, Anakin hitting buttons:

ANAKIN

At least I'm not scamming gangs out of their blood money.

HAN

What'd I say about that smart mouth?

ANAKIN

Oh, suddenly now you want to play "Dad".

IN THE LOUNGE, CHEWIE IS IN PAIN --

INT. MILLENNIUM FALCON - COCKPIT - DAY Han and Anakin in the seats:

HAN

Watch the thrust, we're goin' out of here at lightspeed --

ANAKIN

(shocked)

From inside the hangar? Is that even possible?

HAN

I never ask that question until after I've done it.

ANAKIN

God, I hate when you say that.

A RATHTAR JUMPS ONTO THE WINDSHIELD -- ANAKIN JUMPS! Its

GIANT MOUTH CHEWING AT THE GLASS! Han works the controls:

HAN (CONT'D)

This is not how I thought this day was gonna go -- angle the shields -Hang on back there!

IN THE LOUNGE, Chewie is in pain -- Finn going through a first aid kit -- the ship is HIT again – Poe holds Chewie down.

POE

(huge problem) No problem!

INT. CARGO SHIP - HANGAR - DAY

Three GANG MEMBERS race out here and FIRE AT THE FALCON -hitting FUEL LINES, BLASTING THE SHIP HARD! The ship is hit.

INT. MILLENNIUM FALCON - COCKPIT - DAY

HAN

Come on baby, don't let me down!

He hits a switch -- but NOTHING.

HAN (CONT'D) What?!

But Anakin reaches over, hits a switch, matter-of-factly.

ANAKIN Compressor.

Han doesn't like it but he's right -- he hits the switch again and the HYPERDRIVE FIRES! The hangar is FILLED WITH LIGHTSPEED BLAST as the ATTACKING GANG MEMBERS ARE BLASTED BACK LIKE DRY LEAVES. In the cockpit the RATHTAR RIPS AWAY as THE STARS STRETCH LIKE ELASTIC and we CUT TO:

EXT. CARGO SHIP - DAY

Camera ROTATES as the Falcon DISAPPEARS IN A STREAK, leaving the cargo ship behind.

INT. CARGO SHIP - DAY

PUSH IN on a HANGAR DOOR where Bala-Tik arrives at the window, SEETHING. Makes a CALL:

BALA-TIK

Inform the First Order that Han Solo has the droid they want. And it's aboard the Millennium Falcon.

EXT. STARKILLER BASE - DAY

A pair of TIE fighters roar towards a magnificent PLANET, frozen WHITE. This is the STARKILLER BASE, a natural planet that has been hacked and modified into something sinister. Over this we HEAR a DEEP, almost SOOTHING VOICE. A voice very much in control, of power:

SNOKE (V.O.)

The droid will soon be delivered to the Resistance...

INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT

KYLO REN and General Hux in a dark space, looking UPWARD at someone addressing them.

We're in a massive and dark ASSEMBLY ROOM. Hundreds of DESKS in a stadium arc, focused on a platform where we see SUPREME LEADER SNOKE. Not entirely human, at nearly twenty-five feet tall. All of him a STONY GANAKIN. Old, wounded, fragile and powerful, all at the same time.

SNOKE

... Leading them to one of the last Jedi. If Skywalker returns, the new Jedi will rise.

GENERAL HUX

Supreme Leader, I take full responsibility for th--

SNOKE

General! Our strategy must now change.

GENERAL HUX

The weapon. It is ready. I believe the time has come to use it. We shall destroy the government that supports the Resistance, the Republic.

Without their friends to protect them, the Resistance will be vulnerable, and we will stop them before they reach Skywalker.

Snoke considers. Almost seems to die for a moment. Then:

SNOKE

Go. Oversee preparations.

GENERAL HUX Yes, Supreme Leader.

General Hux, proud, cocksure, exits. Kylo Ren watches him go. Snoke SITS. A new intimacy in his voice.

SNOKE

There's been an awakening. Have you felt it?

KYLO REN Yes.

SNOKE

There's something more. The droid we seek is aboard the Millennium Falcon. In the hands of Han Solo.

Kylo Ren reacts with subtle, but real, surprise.

KYLO REN He means nothing to me.

SNOKE

Even you, master of the Knights of Ren, have never faced such a test.

KYLO REN

(steely resolve)

By the grace of your training, I will not be seduced.

SNOKE

We shall see. We shall see.

A gentle, satisfied nod from Snoke, and Kylo Ren, obsessed, filled up, exits. Snoke watches him disappear, a grotesque evil SMILE growing -- as he DISINTEGRATES -- Snoke has been a HOLOGRAM all along.

EXT. LIGHTSPEED SPACE - DAY

RACING with the Falcon through the STRINGLIGHT of lightspeed.

INT. MILLENNIUM FALCON - DAY

CHAOS: INTERCUT between the COCKPIT where Han and Anakin pilot,

ALARMS SOUNDING, problems everywhere, and the LOUNGE where CHEWIE YELPS as Finn nervously works to BANDAGE HIS SHOULDER.

SPARKS!

HAN

Electrical overload!

ANAKIN

I can fix that!

HAN

The coolant's leaking!

ANAKIN

Try transferring auxiliary power to the secondary tank--

HAN

\-- Secondary tank, I got it!

INT. LOUNGE:

CHEWIE HOWLS IN PAIN! Finn hangs in there, while Poe wraps a bandage on Chewie's shoulder: Chewie ROARS. BB-8 scurries off.

FINN

Chewie, come on! I need help with this giant hairy thing! Stop moving! Chewie!

INT. FALCON COCKPIT:

HAN

You hurt Chewie, you're gonna deal with me!

INT. LOUNGE:

As Poe struggles to bandage the Wookiee:

FINN

Hurt him?! He almost killed me six times!

(Chewie GRABS HIM by the collar, ROARS)

Which is fine.

INT. FALCON COCKPIT:

HAN

This hyperdrive blows there's gonna be pieces of us in three different systems.

Han at the controls when all the alarms STOP. Anakin, satisfied, sits in the co-pilot seat. Han is confused.

HAN (CONT'D) What'd you do?

ANAKIN

I by-passed the compressor.

He looks at him. A little, appreciative laugh. Han exits, walking past BB-8.

HAN Move, Ball.

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

Han kneels at Chewie, who lies awake but recovering. Han checks his friend's wound with care. Chewie MOAN-TALKS.

HAN

Nah, don't say that, you did great.

Just rest.

Han turns to Finn and Poe, who sits at the HOLOCHESS set, BB-8 beside him. This is awkward for Han, but damn, he means it:

HAN (CONT'D) Good job, kiddos. And thanks.

FINN You're welcome.

Finn has accidentally hit a button on the chess set, and the

PIECES appear, looking up at Finn, curiously. The pieces start to FIGHT as Finn fiddles with the controls, trying to turn it off.

HAN

So, fugitives, huh?

ANAKIN

The First Order wants the map.

(MORE)

ANAKIN (CONT'D)

(re: Finn and BB-8) Poe is with the Resistance...

(shrugs) ... I got caught up in the crossfire.

Han gives Finn a skeptical once-over as Finn finally manages to TURN THE CHESS SET OFF as Anakin enters. Han looks to BB-8.

HAN

Let's see whatcha got.

ANAKIN

(To BB-8) Go ahead.

BB-8 rolls forward -- and suddenly PROJECTS A HOLOGRAPHIC MAP, FILLING THE ROOM. PLANETS, STARS, SYSTEMS.

They all react. Chewie sits to look up. Han moves through stars, becomes reflective.

HAN

This map's not complete. It's just a piece. Ever since Luke disappeared, people have been looking for him.

POE Why'd he leave?

HAN

He was training a new generation of

Jedi. One young pupile, an apprentice turned against him, destroyed it all. Luke felt responsible... He walked away from everything.

Anakin looks down, as if remembering this.

FINN

Do you know what happened to him?

HAN

There're a lot of rumors. Stories. The people who knew him the best think he went looking for the first Jedi temple.

FINN

The Jedi were real?

HAN

I used to wonder that myself. Thought it was a bunch of mumbo-jumbo -magical power holding togethis good, evil, the dark side and the light.

(beat)

'Crazy thing is, it's true. The Force, the Jedi, all of it. It's all true.

An alarm rings on the control station, prompting Han to toggle some switches. BB-8 cuts off the hologram. Chewie rises and moans to Han, but Han motions for Chewie to lay back down:

HAN (CONT'D) No, you rest.

(To Anakin, Poe, and Finn)

We're slowly losing fuel. You want my help? You're getting it. Gonna see an old friend. He'll get your droid home. This is our stop.

Han leaves towards the cockpit, Anakin, Poe, and Finn following.

EXT. LIGHTSPEED TO SPACE - DAY

BEHIND THE FALCON as it DROPS OUT OF LIGHTSPEED, revealing a BEAUTIFUL GREEN PLANET ahead, TAKODANA.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Han pilots. Finn, Anakin, and BB-8 beside him, Poe as co-pilot.

Han notices Anakin looking out the windshield, almost in tears.

ANAKIN

(quietly)

... You used to take me here when I was a kid...

Han hears this -- sees a vulnerability that touches him.

EXT. TAKODANA PLANET - DAY

The Falcon CRESTS OVER an ENDLESS GREEN FOREST TO REVEAL a CASTLE on a picturesque LAKE.

The Falcon lands near the castle, among dozens of WORN, smallish freighters.

EXT. LANDING PAD - NEAR MAZ'S CASTLE - DAY

Anakin steps off the Falcon, UP TO CAMERA, BB-8 at his side.

He takes in the towering stone CASTLE, FOREST to one side, LAKE to the other. Serene, beautiful, all new to him.

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

From BLACKNESS: a storage unit opens. Han rummages, retrieving old BLASTERS. Finn arrives behind him, concerned.

FINN

Hey, Solo -- I'm not sure what we're walking into here --

HAN

D'you just call me "Solo"?

FINN

Sorry. Han-- Mr. Solo. I have to ask, Are there any conspirators here? First Order sympathizers?

HAN

Listen, you've got another problem. My son isn't a fan of Stormtroopers. And since he has been trained in the Force, he'll always know what you're thinking.

Hands him a BLASTER.

HAN (CONT'D) Always.

Han walks off. Finn watches him go, wracked with guilt.

EXT. MAZ'S CASTLE - DAY

Han hands Anakin a blaster pistol as he stands at looks at the castle.

HAN

You might need this.

ANAKIN

We both know I can handle myself.

HAN

That's why I'm giving it to you. Take it.

Anakin picks it up. Grips it.

HAN (CONT'D)

Why didn't you do it?

ANAKIN

Do what?

HAN

Use the Force. Could have prevented a lot of things that happened earlier.

ANAKIN

I made a vow to stop using it.

HAN

You can't keep running away from who you are, kiddo.

ANAKIN

You don't know what I've seen.

HAN

Look, I get it. This is about Jacen and Jaina. You can't let the past control you.

ANAKIN

Why don't you tell that to Luke.

HAN

Don't think I haven't considered it.

Anakin smiles. But something slowly, the smile fades. A line he can't cross.

ANAKIN

I can't get involved.

Han looks at his, questioningly.

HAN You'd rather stay on Jakku?

Anakin looks off, in thought. Yeah, Jakku.

ANAKIN

(beat) I've made a good life there.

HAN

(to Chewie)

Chewie, check out the ship as best you can.

HAN (CONT'D)

It's too bad. Chewie missed you.

Han heads off. HOLD on Anakin.

EXT. MAZ'S CASTLE - DAY

Han walks them to the castle.

POE

Solo, is this place safe?

HAN

That depends.

POE Depends on what?

HAN

Depends on your manners. Do you really think it was luck that Chewie and I found the Falcon? If we can find it on our scanners, the First Order's not far behind. Want to get BB-8 to the Resistance? Maz Kanata is our best bet.

FINN

We can trust her, right?

HAN

Relax, kid. She's run this watering hole for a thousand years. Maz is a bit of an acquired taste, so let me do the talking. And whatever you do, don't stare...

ANAKIN POE AND FINN

At what?

HAN Any of it.

The door opens. Music. Madness. And...

INT. MAZ'S CASTLE - MAIN ROOM - DAY

We ENTER THE LOUD, CROWDED MESS of a hall -- PUSHING PAST a room full of rough and odd ALIENS AND HUMANS, who gamble, drink, scheme, negotiate, argue -- until we end up on the BACK of a tiny, thousand year-old, four foot tall ALIEN, who suddenly STARTS, as if SENSING something -- the Alien TURNS TO US: she is FEMALE, wearing large ADJUSTABLE GOGGLES.

This is MAZ KANATA.

MAZ Han Solo!

Everyone turns to look. It's ALL QUIET in here.

HAN

(Sotto) Oh boy. (Louder, waving) Hey, Maz!

NOISE returns. Maz walks to them, puhes someone away.

MAZ

Where's my boyfriend?

HAN

Chewie's working on the Falcon.

MAZ

I like that Wookiee. I assume you need something. Desperately. Let's get to it.

Maz walks off, gesturing for them to follow. Poe, Finn, and Anakin are confused. Han indicates for them to follow. They do -passing the enormous GRUMMGAR, who sits with vixen BAZINE NETAL, who watches them suspiciously.

A SMALL DROID (GA-97), who turns its head to see BB-8 following Anakin across the room. GA-97, now animated, makes a small TRANSMITTING SOUND, which is subtitled.

GA-97

Alert the Resistance. Their missing droid is here!

And we CUT TO:

IN A DARK ALCOVE - MOMENTS LATER

Bazine enters a shadowy space, stealthily makes a call on a communicator. Clearly, BAZINE IS A SPY. Subtitled:

BAZINE

Inform the First Order... I've found the droid.

EXT. STARKILLER BASE - DAY

A massive Star Destroyer hovers over the hacked ice planet.

INT. STAR DESTROYER - KYLO REN'S CHAMBERS - DAY

A dark space. Kylo Ren, CLOSE TO CAMERA, addresses someone OFF-CAMERA whom we do not see.

KYLO REN

Forgive me. I feel it again. The pull to the light. Supreme Leader senses it. Show me again, the power of the darkness, and I will let nothing stand in our way. Show me, Grandfather, and I will finish what you started.

As his emotion builds, he stands and heads off -- we FOLLOW HIM, PIVOTING TO REVEAL who he was talking to: THE BURNT, AHEN, GHOSTLY DEFORMED MASK OF DARTH VADER.

CUT TO:

INT. MAZ'S CASTLE - TABLE - DAY Maz is putting together some FOOD as he says:

MAZ

A map to Skywalker himself? You're right back in the mess.

HAN

Maz, I need you to get this droid to Leia.

MAZ

Hmm. No. You've been running away from this fight for too long. Han, nyakee nago wadda. Go home!

HAN

Leia doesn't want to see me.

ANAKIN

He's right.

FINN

Please, we came here for your help.

ANAKIN This fight isn't different than the rest. People killing each other, that's the way the universe is.

MAZ

But this is the only fight: against the dark side. Through the ages, I've seen evil take many forms. The Sith. The Empire. Today, it is the First

Order. Their shadow is spreading across the galaxy. We must face them. Fight them. All of us.

FINN

There is no fight against the First

Order! Not one we can win. Look around. There's no chance we haven't been recognized already. I bet you the First Order is on their way right--

Finn stops, seeing Maz adjusting his goggles, scrutinizing him -- his eyes get HUGE.

FINN (CONT'D)

What's this? What are you doing?

Maz adjusts the goggles again. Her eyes get impossibly

BIGGER. She grunts recognition. She hoists herself on the tabletop, knocking over food and plates, crawling towards Finn.

FINN (CONT'D) Solo, what is she doing?

HAN

I don't know, but it ain't good.

MAZ

If you live long enough you see the same eyes in different people. I'm looking at the eyes of a man who wants to run.

FINN

(eyes on Maz) You don't know a thing about me.

Where I'm from. What I've seen.

(MORE)

FINN (CONT'D)

You don't know the First Order like

I do. They'll slaughter us. We all need to run.

Anakin is stunned. Maz, not so much. She crawls back to his chair. She points to some pirates in the corner.

MAZ

You see those two? They'll trade work for transportation to the Outer Rim. There, you can disappear.

Finn sees them. Considers.

ANAKIN Finn!

POE

Finn, what are you doing?

FINN Come with me.

ANAKIN

What about BB-8? We're not done yet. We have to get him back to your base.

FINN Its not my base, its Poe's.

ANAKIN

Your not Resistance?

Finn stands to leave. He offers the gun back to Han.

HAN Keep it, kid.

Finn heads off. Anakin and Poe get up to follow. Maz dials her lenses back to normal, and turns to Han.

MAZ

I thought your son stole the Falcon?

ON FINN Who has arrived at the table with the ALIEN SMUGGLERS.

FINN

I was told you could get me to the Outer Rim.

Anakin barges into the conversation, interrupting.

ANAKIN

What are you doing?

Finn gets up to talk to them.

FINN (to Big Head) Don't leave without me.

Embarrassed, Finn moves his away.

POE

You can't just go. We won't let you.

FINN

I'm not who you think I am.

ANAKIN

Finn, what are you talking about?

FINN

I'm not Resistance. I'm not a hero.

I'm a Stormtrooper. (stops him)

Like all of them, I was taken from a family I'll never know. And raised to do one thing...

(emotional) But my first battle, I made a choice.

I wasn't going to kill for them. So I ran.

FINN (CONT'D)

Right into you. And you two looked at me like no one ever had. I was ashamed of what I was. But I'm done with the First Order. I'm never going back. Anakin, Poe, come with me.

POE Don't go.

FINN

Take care of yourselves. Please.

Poe looks at him, crushed. With quiet resignation, Anakin watches Finn return to the aliens...

And all three head off. He gets to the front door and walks through it.

Anakin is heartsick, but he turns as he hears the sound of a young girl in anguish, crying. He follows the sound into the castle, turning so he can't see that Finn has looked back at him one last time.

INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

Anakin steps down into the basement corridor. BB-8 follows his. Walking carefully and confused, he is not sure why he's down here. He can hear the echoing sounds of a young girl crying. He heads down the hall... to the very end, where there is a door. It is almost as if a SOULFUL VIBRATION draws his closer. He looks at the door lock -- AND THE DOOR OPENS.

Hesitant, Anakin enters.

INT. MAZ'S CASTLE - CRYPT ROOM - DAY

Anakin moves into the dark, small, vaulted storage room. Old treasures line the floors and walls, but there is something specific Anakin is drawn to: on a table, an old wooden BOX.

He moves to it, unsure, afraid, as if an energy from inside the box has been calling his here. BB-8 nervously follows. Anakin reaches out, very slowly, to touch the box. A moment heavy with tension.

Anakin OPENS THE BOX and sees inside Luke Skywalker's original lightsaber. He recognizes it. With hesitation, he reaches towards it, but he cannot resist. As his hand makes contact with it, there is the piercing sound of a lightsaber igniting. He moves his hand away, as ANAKIN HEARS A MECHANICAL BREATHING sound. The CAMERA MOVES, LIGHTING CHANGES -- and we see behind his something impossible: a HALLWAY OF FROM DEEP INSIDE CLOUD CITY. Disembodied voices fill the air.

YOUNG GIRL NO!

He stands -- looks around, confused by all he sees and hears. -- Turns and sees, through a DOORWAY.

We follow Anakin and he runs down the corridor, but it all

TILTS -- TURNS -- and he lands on the WALL -- which is now the GROUND -- dried GRASS.

He turns to look -- we PIVOT -- and see a BURNING TEMPLE AT NIGHT. We PAN to:

R2-D2 -- who watches the flames -- and a MAN appears (LUKE, whose face we do not see). He falls to his knees, reaches out to the droid -- with a MECHANICAL RIGHT HAND.

We PUSH IN ON ANAKIN as RAIN BEGINS -- and DAY TURNS TO NIGHT -and he LOOKS UP -- we TILT UP --

To see we're LOOKING UP AT A WARRIOR as he is STABBED BY A

FIERY LIGHTSABER! He screams and falls to the ground -- we FOLLOW HIM, revealing Anakin again, now in a nighttime battlefield. He gets to his feet, frightened by what he sees. We PIVOT AROUND HIM to REVEAL KYLO REN, and the six other KNIGHTS OF REN, who flank him!

ANAKIN

Why?! Why did you do it?!?!

Kylo begins stepping toward Anakin, who shoves his hands in front of him to block Kylo's lightsaber. A green blade blocks it. We PAN to see a wounded Jacen Solo, keeping Kylos blade locked with his.

JACEN

ANAKIN!! RUN!!!

Come back around to Anakin, soaking now, as the RAIN STOPS and

SUNLIGHT illuminates him -- he turns to look -- we PIVOT -and see...

A little boy, age 11. Anakin as a child. He is sobbing, hysterical. Unkar Plutt's meaty hand slaps him across the face. He is on Jakku, being abused by Unkar.

YOUNG ANAKIN GET AWAY FROM ME!

UNKAR PLUTT Quiet, boy!

Anakin looks toward the desert sun, which is strangely eclipsed, as if being eaten by darkness. Anakin looks around his to see he is..

In a NIGHTTIME, BARREN, SNOWY WOODS. He's losing his mind, confounded and lost and he gets to his feet, his breath seen in the frigid air -- and then: THE SOUND OF CLASHING LIGHTSABERS! He moves through the woods, toward the sound.

Anakin runs, heart pounding, when KYLO REN EMERGES FROM BEHIND A TREE! He stops, SCREAMS, FALLS BACK and LANDS IN:

INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

He falls back, out of the room, suddenly sitting in the hall, out of breath, alarmed and perplexed. He HEARS something and turns to look.

Maz stands at the end of the corridor, realizing what has just happened.

ANAKIN

What was that?

MAZ

We both know what it was.

ANAKIN

A vision...

MAZ

That lightsaber has seen many lifetimes. Including some of yours.

Anakin stands, fast. Still overwhelmed, emotional, speechless.

ANAKIN

I have to get back to Jakku.

MAZ Han told me.

(reaches out, hold

Anakin's hand)

Dear child. I see your eyes. You already know the truth. What your hiding from on Jakku, won't end any conflict. But... there's someone who still could.

ANAKIN Luke.

MAZ

The belonging you seek is not behind you. It is ahead. I am no Jedi, but I know the Force. It moves through and surrounds every living thing. Close your eyes. Feel it.

(MORE)

MAZ (CONT'D)

The light. It's always been there. It will guide you. The saber. Take it.

Anakin suddenly stands.

ANAKIN

I'm never touching that again. I don't want any part of this.

And Anakin runs off, passing Maz.

Anakin's mind is spinning -- he can't take it -- he turns and heads off, fast. BB-8 follows his. TIGHT ON MAZ, watching him go. Maz SIGHS, feeling for the young boy.

EXT. MAZ'S CASTLE - DAY

Anakin exits the castle, needs to run, but doesn't know where.

Heads toward the woods.

EXT. FOREST - DAY

Anakin moves through the foliage, heart racing. Over this, we

HEAR a RUMBLING -- intense, an OMEN of something horrible to come.

EXT. STARKILLER BASE - ASSEMBLY AREA – DAY

A massive rally: a thousand STORMTROOPERS, TIE FIGHTERS,

OFFICERS and VEHICLES. BRUTALIST STRUCTURES, mountainous SNOWY LANDSCAPE. Addressing them at a podium, flanked by RED FIRST ORDER BANNERS, is HUX. His voice ECHOES:

GENERAL HUX

Today is the end of the Republic!

The end of a regime that acquiesces to disorder! At this very moment, in a system far from here the New Republic LIES to the GALAXY while secretly supporting the treachery of the loathsome Resistance. This fierce machine which you have built, upon which we stand, will bring an end to the Senate! To their chiseled fleet!

All remaining systems will bow to the First Order! And will remember this... as the last day of the Republic!

INT. STARKILLER BASE - CONTROL ROOM - DAY

ENGINEERS perform FINAL FIRING PROTOCOL. There's a sense of nervousness -- WILL THIS MASSIVE WEAPON ACTUALLY WORK?

EXT. STARKILLER BASE - ASSEMBLY AREA - DAY

GENERAL HUX FIRE!

And Hux TURNS to give the signal as we CUT BACK WIDE -- a ROAR OF BOOTS ON PAVEMENT as the thousand Stormtroopers TURN to face an endless snowy landscape. WHAT IS ABOUT TO HAPPEN?!

EXT. STARKILLER BASE - DAY

A view PAST THE RALLY. For a moment, nothing. Then, eerily

SILENT, AN IMPOSSIBLE BLAST OF FIRE LIGHT -- LIKE AN ATOMIC

BOMB TEST TIMES A ZILLION -- BLASTS FROM MILES AWAY, INTO THE SKY! Seconds later, a TERRIBLE EXPLOSIVE ROAR!

The Troopers -- everyone -- is nearly PUHED BACK by the FORCE of it -- the magnitude! Many have to COVER THEIR EYES!

For MILES around the FIREBEAM, ICE AND SNOW MELTS INSTANTLY!

Runoff tunnels FLOODED with AN OCEAN OF FRESH WATER. AIRBORNE CREATURES by the thousands burst from trees and take flight.

Hux watches, his eyes WILD WITH POWER AND EVIL. From HIS eyes, CUT TO: INT. STAR DESTROYER BRIDGE - DAY

TIGHT ON KYLO REN as he watches the Starkiller firing.

EXT. MAZ' CASTLE - DAY

Finn boards the Alien Freighter. The SOUND FROM THE SKY makes him turn back. He sees the PATH OF FIRE and his blood runs cold, his heart sinks. EXT. REPUBLIC SYSTEM - NIGHT

At a massive distance we see PLANETS THE REPUBLIC CAPITAL

SYSTEM -- INCREASINGLY LIT, THEN POWERFULLY HIT BY THE VAST FIREBLAST WHICH OBLITERATES IT ALL!

EXT. REPUBLIC CITY - NIGHT

The galaxy CENTER OF GOVERNMENT at NIGHT. Impressive structures. Senators and dignitaries look in uncomprehending horror to the night sky. LIGHT GROWING --

FROM A GREAT DISTANCE a CIRCLE OF FIRE -- LIKE A SMALL SUN

APPEARING FROM NOWHERE AND GROWING CLOSE AND MASSIVE, TURNING

NIGHT TO DAY! And in seconds THE FIRE BLOCKS OUT EVERYTHING ELSE, AND THE ENTIRE PLANET OF HOSNIAN PRIME IS INCINERATED!

EXT. MAZ'S CASTLE - DAY

A crowd of ALIENS files out from inside, all eyes on the

FIRE IN THE SKY. Dozens of LANGUAGES exclaiming fear and horror. Find Han, Poe, and Chewie moving out, looking up.

FINN (O.S.) It was the Republic.

Han and Chewie turn as Finn arrives, moving quickly through the crowd. With dread:

FINN (CONT'D)

The First Order, they've done it. Where's Anakin?

EXT. FOREST - DAY

Anakin races through the forest and finally comes to a stop, overwhelmed and exhausted. At an emotional breaking point, he has no idea where to go, who to turn to. Then he HEARS A BEEP -- turns to see BB-8, catching up with him.

ANAKIN What are you doing?

(he BEEPS) You have to go back.

(he BEEPS again)

ANAKIN (CONT'D)

BB-8. No, you can't -- you have to go back, you're too important. They'll help you.

Then, ANOTHER SOUND -- LOUDER NOW -- they LOOK UP AGAIN: in front of the system attack, A FLEET OF FIRST ORDER SHIPS ROAR OVERHEAD, TOWARD THE CASTLE! Anakin's heart sinks: HIS FRIENDS ARE IN DANGER!

INT. MAZ'S CASTLE - BASEMENT CORRIDOR - DAY

Maz leads Han, Finn and Chewie down the hall, fast:

MAZ

I've had this for ages...

MAZ'S CASTLE - TREASURE ROOM - DAY

Maz opens the box -- holds out the lightsaber to Finn:

MAZ

Kept it locked away.

HAN

Where'd you get that?

MAZ

A good question for another time.

(to Finn) Take it! Find Anakin!

Finn grabs it as the room is SHAKEN by an above ground attack.

MAZ (CONT'D) Those beasts! They're here!

EXT. FOREST - DAY

Anakin and BB-8 race fast back toward the castle -- EXPLOSION SOUNDS can be HEARD from the direction they're headed!

EXT. FOREST - DAY

Anakin races through the trees -- sees Maz' castle -- BEING DESTROYED BY FIRST ORDER SHIPS! Aliens RUNNING, GETTING

OBLITERATED by SCREAMING TIE FIGHTERS! Other TIE FIGHTERS and TRANSPORTERS LAND, STORMTROOPERS in attack.

Just then, filtered RADIO CALLS get Anakin's attention: nearby STORMTROOPERS have spotted his, AND FIRE!

STORMTROOPER

FN-417, hold position!

Anakin takes cover, grabs his BLASTER -- but IT WON'T FIRE!

He panics, then realizes:

ANAKIN Safety!

HE SWITCHES OFF THE SAFETY and FIRES BACK! HITS TWO TROOPERS and retreats, calls to BB-8:

BB-8 follows Anakin AWAY FROM THE CASTLE, firing back at more chasing Troopers!

EXT. MAZ' CASTLE RUINS - DAY

Kylo Ren moves through the DEBRIS. A Stormtrooper approaches:

STORMTROOPER #4

Sir, the droid was spotted heading west, with a boy.

Kylo Ren LOOKS BACK SHARPLY, in Anakin's direction --

EXT. FOREST – DAY

Anakin and BB-8 move swiftly, terrified -- he stops them:

ANAKIN

You have to keep going, stay out of sight, I'll try to fight 'em off.

(BB-8 BEEPS; bravely through his fear)

I hope so, too.

BB-8 BEEPS and heads off -- Anakin RUNS and TAKES COVER behind a massive, mossy tree. TIGHT on his TERRIFIED FACE -EXT. CASTLE DEBRIS - DAY

Han, Chewie, Poe, Finn and Maz, exhausted, CLIMB UP, peek through debris.

HAN

Come on, Chewie!

POE

Finn, I need your blaster.

Finn tosses it to him.

Maz turns to Finn:

MAZ

Anakin and BB-8, they need you. Now go.

FINN I need a weapon.

Maz grabs his wrist -- holds up his hand -- THE SABER.

MAZ You have one!

He looks at her questioningly -- he's supposed to use the lightsaber?! He TURNS IT ON.

HAN AND CHEWIE RUN, TAKE COVER from BLASTS, FIRING BACK at Stormtroopers, taking some out!

HAN

Hey, can I try that?

Han borrows Chewbacca's bowcaster, fires on Stormtroopers and sends them flying.

HAN (CONT'D)

(to Chewbacca) I like this thing.

Poe blasts a Stormtrooper in the hip, then kicks one to the dirt and blasts at the troopers head. He cracks a troopers jaw with the butt of the blaster, then aims at the next target.

FINN SURPRISES A STORMTROOPER WITH THE LIGHTSABER, then another! Untrained, he's athletic, brave, impressive. One Stormtrooper has a MACE --

CAPTAIN PHASMA Traitor!

FINN and PHASMA BEGIN WITH A MACE battle. PHASMA

KNOCKS FINN DOWN! The sleek armored captain is about to end him, when SHE IS SHOT AND THROWN OFF A CLIFF!

Wide-eyed Finn sees Poe run over, having fired the blast!

Han helps him up.

HAN

You okay, Big shot?

FINN Thanks!

But TEN STORMTROOPERS come over a RISE, BLASTERS AIMED.

STORMTROOPER

Don't move! TK-338, we have targets in custody!

No way out, they DROP THEIR WEAPONS: TIGHT on the LIGHTSABER as it HITS THE GROUND. A STORMTROOPER HAND picks it up.

Han's MIND RACES as a SQUAD OF TROOPERS appears behind them.

Finn, Han and Chewie are MARCHED by Stormtroopers back toward a transport, hands on their heads.

But then -- A FAMILIAR ROAR RIPPING ACROSS THE LAKE -- Han turns -- they all do: coming toward them across the water, XWINGS AND RESISTANCE SPACECRAFT APPEAR, BEGIN FIRING AT THE FIRST ORDER SHIPS!

PUSH IN ON HAN, HOPE SURGING -- CHEWIE TALKS.

STORMTROOPER (CONT'D)

We have incoming at two-eight-pointsix! Move! Dispatch! Move!

Scramble all squads! Repeat, scramble all squads! Anti-air cover en route to our position!

HAN

It's the Resistance.

One X-WING in particular -- MARKED IN BLACK -- SWOOPS DOWN and takes out the parked TIE FIGHTERS and Troopers!

INT. X-WING - DAY

It's a alien pilot at the stick of his X-wing.

DRIK

Go straight ahead and don't let these dogs scare you!

JESS (V.O.) Copy that!

SNAP (V.O.) We're with you, Poe!

The Stormtroopers around Finn, Han, Poe, and Chewie SCATTER, TOSSED in EXPLOSIONS! The LIGHTSABER LANDS AGAIN -- FINN PICKS IT UP.

HAN Quick!

Chewie picks up his Bowcaster, Han takes the blaster. Shoots a Trooper.

POE

Woohoo! YEAH! That's one helluva pilot!

INT. X-WING - DAY

JESS WOOHOO!

EXT. FOREST - DAY

In the darkened woods, Anakin, terrified, keeps his blaster aimed. His eyes dart around for his pursuer.

And then: THE UNIQUE SOUND OF KYLO REN'S RASPING LIGHTSABER COMING TO LIFE -- A SOUND he's HEARD BEFORE in the FORCEBACK.

Anakin's heart skips a beat: he's even more scared now.

Kylo Ren appears from behind a tree -- Anakin FIRES again and again -- Kylo Ren moves toward him, USING HIS LIGHTSABER TO DEFLECT EVERY BLAST.

He FIRES ferociously, but Kylo Ren keeps coming! His hand rises – Anakins blaster is pulled from his grip – Kylo takes the blaster and fires – Anakin raises his hand, using the Force to deflect the blasts. Kylo drops the blaster.

KYLO REN

You?

He stands, slowly looking Anakin up and down, Anakin steps back, bumping into a tree.

KYLO REN (CONT'D) The droid.

He steps close, seeing his face. After a scary beat he WHIPS HIS SABER UP TO HIS EYES, ILLUMINATING HIS FACE.

KYLO REN (CONT'D) Where is it?

WIDE SHOT: THE EPIC BATTLE BETWEEN RESISTANCE AND FIRST ORDER TROOPS, REFLECTED IN THE STILL LAKE.

STORMTROOPER Request air support!

EXT. FOREST – DAY

Kylo Ren TURNS OFF HIS SABER, reaches up... and REACHES

TOWARDS ANAKIN'S FACE. He can't move, strains in agony. After a beat, surprised by what he finds, he removes his hand. He is relieved but still afraid.

KYLO REN

The map. You've seen it.

Anakin is horrified. He TOUCHES HIS FACE again: the pain, tears stream. Kylo Ren, taking more from his mind...

He stares at him, TERRIFIED, straining in agony --

Kylo Ren, mid-interrogation, TURNS TOWARD THE SOUND OF THE EXPLOSIONS. Stormtroopers APPROACH through the woods.

STORMTROOPER #5

Sir, Resistance fighters! We need more troops.

Kylo Ren TURNS BACK TO Anakin, his hand still on his face. Anakin tightens his fist and pushes Kylo and his Stormtroopers in the distant woods with Force Shout. Anakin falls to his knees, breathing heavily. The Stormtroopers are dead but Kylo is thrown through a tree and rendered partially wounded.

EXT. CASTLE DEBRIS - DAY

The BLACK-MARKED X-WING SWOOPS DOWN again, FIRING, EXPLODING another TIE Fighter! On the ground:

STORMTROOPER Pull back the tree line!

Han and Chewie dodge debris, FIRING and TAKING OUT TROOPERS.

Poe takes out 2 TROOPERS with the blaster, then, out of breath, turns to see: Kylo Ren in the forest, RUSHING INTO HIS SHUTTLE! POE's heart SKIPS A BEAT --

Han stops -- turns -- sees Kylo Ren entering his shuttle. Han is ROCKED.

POE KYLO!!!

Hysterically, Poe runs toward the shuttle through LASER BLASTS

AND EXPLOSIONS, but the shuttle TAKES OFF -- Finn irrationally CHASES AFTER POE, WHO SCREAMS A BATTLE CRY AS HE FIRES AT THE SHUTTLE.

In crazed frustration, Poe stops running, watches the receding First Order ships.

FINN

Poe! This isn't the time.

EXT. FOREST - DAY

BB-8 moves fast, then stops and looks up as the First Order ships RETREAT, OFF PLANET. A considered beat, and BB-8 heads BACK FOR THE CASTLE.

Anakin slowly walks to the Castle Ruins.

EXT. MAZ'S CASTLE RUINS - DAY Post battle. Finn and Poe run to Han:

POE

Finn, find Anakin. He's gotta be in the woods somewhere.

Finn nods, racing to the forests.

POE

Han, I saw Kylo. Kylo Ren. We can chase him down, we can strike!

HAN (walks past) Yeah, yeah, I know...

And he and Chewie head off.

EXT. MAZ'S CASTLE RUINS - DAY

Han moves toward a RESISTANCE TRANSPORT landing in the debris.

BB-8 rolls up beside him, in wait for the transport.

ON HAN'S FACE, knowing exactly what's about to happen.

Finally, the transport door opens.

And standing there is LEIA.

He sees Han and is stunned. A silent beat, husband and wife reunited for the first time in years. In the smoke and embers, no one says a word.

Then C-3PO walks out from the transport, into the field:

C-3PO

Goodness! Han Solo! It is I, SeeThreepio!

(sees Han, stops)

You probably don't recognize me because of the red arm.

(sees Leia, increasingly awkward)

Look who it is! Did you see who?

Oh. Excuse me, Prin-- uh, General.

Sorry. Come along, BB-8. Quickly.

(BB-8 beeps)

Yes, I must get my proper arm reinstalled.

He hurries off. Finally, alone again.

HAN

You changed your hair.

LEIA Same jacket.

HAN No, new jacket.

Chewie glad to see Leia, greets his with a hug. Chewie MOANS a few words, looks at Han then boards the ship. It is complicated and loving and painful. Han says, quietly:

HAN (CONT'D)

... I, uh, I found him. Leia, I found our son.

He's here.

Leia hears this.

Maz watches through the smoke.

EXT. SPACE - DAY

The FALCON and surviving X-WINGS ROAR past camera toward a

PLANET WITH GREEN FLORA AND A RING OF ASTEROIDS.

This is D'QAR.

EXT. D'QAR - DAY

The SHIPS DESCENDING among grassy mounds and sunken structures.

EXT. RESISTANCE BASE - DAY

LARGE GRASS MOUNDS cover HANGARS, beneath the odd, giant trees. BOOM DOWN as RESISTANCE GROUND CREW direct an X-WING to a LANDING. In the FOREGROUND, another shuttle canopy OPENS, a PILOT steps out, carrying a familiar person. PAN TO REVEAL the landed Millennium Falcon. Finn and Poe run down the ramp, UP TO CAMERA, desperate, searching.

Then BB-8 SPEEDS RIGHT PAST HIM, almost knocking him down --

Finn and Poe watch as BB-8 rolls over to the PILOT GETTING OUT OF SHUTTLE CARRYING A WOUNDED BOY.

IT IS ANAKIN!

Finn and Poe can't believe what they're seeing. And Anakin, kneeling in

WARM REUNION with BB-8, listens and reacts to something the droid tells him. Anakin looks up and sees Finn and Poe -- and he can't believe it either! Anakin smiles, pointing at Finn and Poe. From a distance, Finn and Poe gesture in sheer amazement that Anakin is alive.

FINN

Anakin. He's alright.

They move to each other -- and embrace.

FINN (CONT'D) You're safe!

ANAKIN So are you!

POE What happened to you?

ANAKIN

I ran into Kylo. He tried to get the map from me--

BB-8 BEEPS -- Anakin listens, turns to Finn.

POE (CONT'D)

You came back.

FINN

I never left.

POE

We did it. We got the droid here.

FINN Now, we can find Luke.

ANAKIN

(reluctant)

That's good news.

INT. RESISTANCE BASE - DAY

MOVE FAST with Finn, Anakin, and Poe. Finn takes in this makeshift command center, buried deep among vines and roots. They arrive at Leia, who stands with a group of Resistance Officers, including ADMIRALS ACKBAR and STATURA:

POE

General Organa. Sorry to interrupt, this is Finn, he needs to talk to you --

LEIA

(takes Finn's hand)

And I need to talk to him. That was incredibly brave, what you did. Renouncing the First Order, saving this man's life --

FINN

(surprised she knows)

Thank you, ma'am --

LEIA

Ani? Is that you?

ANAKIN

Hey, Mom.

LEIA

My goodness, you've grown.

(immediately her mood changes and she slaps him)

Ran away from home?!?! Left me here with Han?!

ANAKIN

(Speaking simultaneously as she does)

Mom, Mom, calm down.

Finn is startled -- Poe jumps in:

POE

Finn's familiar with the weapon that destroyed the Hosnian system. He worked on the base.

LEIA

We're desperate for anything you can tell us.

FINN

Of course, but first, we need to find Luke Skywalker.

LEIA

You're absolutely right. Where's R2?

INT. RESISTANCE BASE - DAY

Chewbacca sits on a bed in the med bay. DR. KALONIA uses a device to help heal his shoulder. Chewie TALKS.

DR. KALONIA

(Chewie TALKS) That sounds very scary. (Chewie TALKS)

You must be so brave.

Chewie agrees.

INT. RESISTANCE BASE - DAY

C-3PO takes the DATA DEVICE from BB-8 and inserts it into a

BASE COMPUTER. THE PROJECTED MAP APPEARS in HOLOGRAM. Leia enters, studying it, dispirited. PAN as she moves, REVEALING HAN. C-3PO is here with R2-D2 and some others.

C-3PO

General, me and R2-D2 will have the full map schematics operatingin the next few moments.

LEIA

Time is precous, Threepio. I can't believe I was so foolish to think that I could just find Luke and bring him home.

HAN Leia...

LEIA Don't do that.

HAN Do what?

She heads off.

LEIA Anything.

Flummoxed, Han follows looking at C-3PO.

C-3PO Princesses.

Han follows Leia across the base floor:

HAN

I'm trying to be helpful!

LEIA

When did that ever help? And don't say the Death Star.

HAN

(Sighs)

INT. RESISTANCE BASE - DAY

Leia hears the change in Han's voice and softens. He turns.

HAN

Listen to me, will you? I know every time you... every time you look at me, you're reminded of what happened to Jacen and Jaina.

LEIA

You think I want to forget them? I miss them, Han.

Han looks at her with sympathy.

HAN

There was nothing we could've done. (hard for him to say)

LEIA

That's why I wanted our kids to train with Luke. I just never should have sent them away. That's when I lost them. That's when I lost you.

HAN

We both had to deal with it in our own way. I went back to the only thing I was ever good at.

LEIA We both did.

HAN

I'm sorry.

LEIA It wasn't your fault.

(long beat) It was Snoke.

Han takes this in.

LEIA (CONT'D)

He seduced her to the dark side.

But we can still save her. Me. You.

HAN

If Luke couldn't reach her, how could I?

GENERAL STATURA

General, the map is ready.

INT. STARKILLER BASE – KYLO'S QUARTERS - DAY

Kylo steps to the his quarters, placing his mask on a large pedestal. We do not see his face as he walks to the burned crisp helmet of Darth Vader. He runs his fingers down the grim mask as we pan almost seeing the face of Kylo Ren...

INT. RESISTANCE BASE - DAY

Anakin stands with Leia, Poe, Finn, C-3PO, BB-8 and a handful of Resistance Officers. Suddenly R2-D2 PROJECTS A HOLOGRAM! A LARGE NAVIGATIONAL MAP WITH A SPECIFIC MISSING CHUNK!

BB-8 BEEPS -- Poe turns to him --

POE

Yeah, all right, buddy, hold on --

Poe runs over -- removes the ancient data device that Lor San Tekka had given him from a base computer. He inserts it back inside BB-8, who then PROJECTS HIS MAP -- which he SHRINKS DOWN TO SIZE -- and the two droids MOVE SLIGHTLY -- TOGETHIS -- THE TWO HOLOGRAMS UNITE, BB-8'S PIECE FILLING IN R2-D2'S PERFECTLY!

Everyone REACTS -- amazed --

C-3PO

Oh! The map! It is complete!

LEIA

(hand on her heart)

\-- Luke.

-Suddenly there are CHEERS AND EMBRACES.

C-3PO leans down to R2-D2 and says, quietly, sweetly:

C-3PO

(to R2-D2)

Oh my dear friend. Saving the day as always.

LEIA

Anakin, you should go to him. He'll listen to you.

ANAKIN

Mom...

LEIA

Han'll go with you. Finn and Poe as well. But hurry.

ANAKIN

Your not gonna let me have a say in this are you?

LEIA

Have I ever?

INT. MILLENIUM FALCON COCKPIT – DAY

Finn, Poe, and Anakin sit in the passenger seats while Han pilots and Chewie co-pilots.

HAN

Here we go.

FINN

I'm going to meet Luke Skywalker. I cant believe it.

POE

Soon our troubles will be over, buddy.

ANAKIN

Lets hope so.

The Millennium Falcon hits lightspeed and speeds through the stars and solar systems in an instant.

POE

(to Anakin)

You alright?

ANAKIN

I'm fine. I just remember the last I saw Luke we didn't leave with the best of terms.

HAN

You didn't leave with the best of terms on my front, either.

ANAKIN

Yeah, I think we established that.

EXT. AHCH-TO - DAY

A pristine and mighty OCEAN. Endless BLUE, dotted with random, beautiful, mountainous BLACK ROCK ISLANDS, dotted with countless GREEN TREES.

The Millennium Falcon FLIES INTO VIEW, BANKS toward one of the ISLANDS.

EXT. AHCH-TO ISLAND - DAY

Anakin, his staff strapped to his back, begins his hike up the considerable mountain, glancing back to see Chewie, Finn, Han, and Poe following. A deep breath and Anakin continues his journey.

EXT. AHCH-TO ISLAND - STONE STAIRS - DAY

Built within the rock and foliage of this idyllic island are seemingly endless ANCIENT STONE STEPS. They continue to climb them, determined, despite their fatigue.

EXT. AHCH-TO ISLAND - STONE STRUCTURES - DAY

They arrive at a clearing. Small, modest, primitive stone structures. But no one around. They walk past them, sensing no one. And then they stop. Anakin senses something. He turns.

Standing forty feet away from them, his back to us, is a MAN, in a CLOAK AND ROBE.

They stare, knowing exactly who it is. But we are fixed on Anakin as he stares for what seems like forever. Until he finally TURNS, SLOWLY, to him. Pulls back his hood.

IT IS LUKE SKYWALKER.

Older now, white hair, bearded. He looks at Anakin. A kindness in his eyes, but there's something tortured, too. He doesn't need to ask his who he is, or what he is doing here. For he knows that this is grown up nephew along with faces he both does and doesn't recognize. His look says it all. In response, Anakin pulls something from the pack.

LUKE'S LIGHTSABER.

And he holds it out to him. An offer. A plea. The galaxy's only hope.

HOLD ON LUKE SKYWALKER'S INCREDIBLE FACE, amazed and conflicted at what he sees, as our MUSIC BUILDS, Anakin steps to Luke; handing him the saber.

LUKE

I thought you were dead.

ANAKIN

I survived. We've come all this way to find you. Mom sent us.

Luke glances over Anakin's shoulder.

LUKE

Han?... Chewie?...

Chewie howls cheerfully and hugs Luke aggressively, but in a very friendly gesture.

HAN

Hey, kiddo.

LUKE

Your still calling me that?

HAN

I'm still used to it.

ANAKIN

Luke, the First Order is spreading. The Republic has been destroyed. And they know where the Resistance base, Moms current location, is. The galaxy needs hope again. It needs the Jedi Order. We need Luke Skywalker.

Luke looks at Han and Anakin in shame and guilt. He admires the Lightsaber.

LUKE

I.. I can't...

He hands the lightsaber back to Anakin and walks down the hillside, not seeing the stunned reactions on everyone's faces. Poe follows.

POE

Luke, Leia needs your help. We don't have time.

LUKE

The Jedi are dead. This is not my fight.

FINN

But we came all this way to find you.

Luke reaches a hut, slamming the door behind him as he heeds the words:

LUKE

Leave this island. There is no Jedi.

They all step to the front of the hut. Han walks beside Anakin, whispering:

HAN

Sound familiar?

This strikes a nerve with Anakin, now seeing the point of view of all the others who have asked for his help, only to be denied that privilege.

That glimmer of help.

That fragment of hope.

And now, that only hope has chosen to hide rather to fight.

FINN

Now what do we do?

HAN

There's nothing else we can do. Come on, Chewie. We'll find another way.

Chewie looks down, discouraged. Poe looks at the door and begins slapping his fist onto it, trying to get Luke's attention.

POE

Do you know what we went through to find you?! The people who have died so we can seek your help?! Where's the Luke Skywalker I always heard about?!

HAN

Poe! That's enough. Come on. We're leaving.

Poe looks at the door and shoves it, just cause. He begins to follow Han, Chewie, and Finn. Anakin looks at the door and glares it down.

INT. AHCH-TO, LUKE'S HUTT – DAY

We hear a knock on the metal door as Luke folds his Jedi robes and is now wearing a brown garment made from scraps of cloth.

LUKE

Go away.

The door is busted through the room, Luke jumps. Anakin steps inside.

ANAKIN

You coward.

LUKE

Excuse me?

ANAKIN

You're the only one who can turn the tide of this war. You're the only one who can fix this. Make things right. I thought you'd—

LUKE

I'd what? Step up against an army with a lightsaber? Your not the only one who lost family all those years ago, Ani.

ANAKIN

Why didn't you save them? Jacen and Jaina? Or any of the other students for that matter? They trusted you, I trusted you.

LUKE

There was nothing I could have done.

ANAKIN

You could have fought!! Instead, you let us die like dogs.

LUKE

That's not true.

ANAKIN

Then tell me what really happened that night. Go ahead, tell me what caused the great Luke Skywalker to walk away from everything he was.

Luke looks down, ashamed and unable to retaliate.

ANAKIN (CONT'D)

We came here because we believed in you. I believed in you. But it looks like none of this matters to you. If you wont do something about Kylo Ren, I will.

Before storming out Anakin throws his necklace onto the cement floor; the golden dice. Luke sees this as Anakin leaves, crouching down and picking it up. He runs his fingers down the sleek dice sides, remembering.

EXT. AHCH TO, STONE STAIRS – DAY

Anakin walks slowly down the grass mountain side glancing at the ocean around the island. He stops, analyzing now, spotting a familiar shape in the water bank beside the island: a rusted X-WING. He glances to the Millennium Falcon, seeing Finn and Poe waiting for him.

Anakin runs down the mountain side, toward the X-Wing. He slides to the water bank, stopping himself. He reaches his hand out, tightening his grip with The FORCE.

EXT. AHCH-TO ISLAND – DAY

Finn and Poe stand near the Millennium Falcon.

FINN

What's taking him so long?

POE

I'm not sure.

We hear engines ROAR as the old battle torn X-Wing flies off into the skies. Poe and Finn stare up at the sky, not sure of what just happened.

FINN

Is that an—

POE

Older model. I haven't seen one of those in years.

FINN

Luke?

HAN

It was Anakin.

Poe and Finn turn to see Han standing on the platform leading inside the ship.

POE

How are you so sure?

HAN

I think I know my son better than you think. Come on, we have to hurry. Time isn't on our side.

And we PRELAP:

SNOKE (V.O.) This scavenger, resisted you?

INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT Kylo Ren, mask on, stands before Snoke.

KYLO REN

He's not a scavenger. He's Hans son. He's strong with the Force, stronger than he knows.

And while Ren's mind no doubt goes to Luke:

SNOKE And the droid?

Kylo Ren hesitates to reveal the truth. Then:

GENERAL HUX (O.S.)

Ren believed it was no longer valuable to us.

Ren turns back -- Hux enters the large space, moves to the platform beside Ren.

GENERAL HUX (CONT'D)

Retreating before trying to find it. Choosing to chase after the Force sensitive instead. As a result, the droid has most likely been returned to the hands of the enemy. They may have the map already.

Snoke is visibly furious.

SNOKE

Then the Resistance must be destroyed before they get to Skywalker.

GENERAL HUX

We have their location. We tracked their reconnaissance ship to the Ileenium system.

SNOKE

Good. Then we will crush them once and for all. Prepare the weapon.

Kylo Ren is stunned by the moment -- that isn't what he meant at all --

KYLO REN

Supreme Leader. I can get the map from the boy. I just need your guidance.

SNOKE

If what you say about this Solo child is true, bring him to me.

INT. STARKILLER BASE - CONTROL ROOM - DAY

Workers at their controls. Vast snowy landscape seen outside. Their GAUGES RISE -- THE WEAPON CHARGING SLOWLY --

GENERAL HUX Begin charging the weapon!

STARKILLER TECHNICIAN Yes, sir. Weapon charging.

EXT. STARKILLER BASE PLANET - DAY

A vast view of the planet -- a MASSIVE SOLARVAC ARRAY surrounds a port TEN MILES IN DIAMETER.

MILLIONS OF PANELS turn on the ARRAY -- a wave of BRILLIANT

REFLECTIONS. Suddenly, like a planetary-scale TESLA COIL LINE OF ENERGY, THE POWER OF THE SUN begins to TRAVEL DOWN to the Starkiller Base planet.

INT. RESISTANCE BASE - DAY

Finn, now a member of the inner circle of the Resistance, is huddled with the group around the MAP TABLE, which displays a WIREFRAME HOLOGRAM of a ROLLING VIEW OF THE SURFACE OF STARKILLER BASE. With Finn are Han, Leia, Poe, C-3PO, Statura, Ackbar, Brance, SNAP, MAJOR EMATT (60), NIEN NUNB, and others. An urgent, messy strategy session --

POE

The scan data from Snap's reconnaissance flight confirms Finn's report.

SNAP

They've somehow created a hyper lightspeed weapon built within the planet itself.

BRANCE A laser cannon?

SNAP

We're not sure how to describe a weapon of this scale.

MAJOR EMATT

(horrible memories) It's another Death Star.

POE

I wish that were the case, Major.

Poe hits a control. A WIREFRAME OF THE DEATH STAR APPEARS.

POE (CONT'D) This was the Death Star.

Poe hits another control -- the Death Star SHRINKS -- AND

SHRINKS AND SHRINKS, as the SURFACE AREA OF THE STARKILLER

BASE IS DRAWN INTO A LARGER IMAGE, REVEALING THE ENTIRE BASE

PLANET. The Death Star is a minuscule SATELLITE in comparison.

POE (CONT'D) This is Starkiller Base.

This is news to many here, and they're stunned.

HAN So it's big.

ADMIRAL ACKBAR

How is it possible to power a weapon of this size?

FINN

It uses the power of the sun. As the weapon is charged, the sun is drained until it disappears.

An OFFICER runs up, hands Leia a DATACARD.

LEIA

(eyes on datacard)

The First Order: they're charging the weapon again, now.

(then, heart sinking) Our system is the next target.

C-3PO

Oh my. Without the Republic fleet, we're doomed.

They all react to this horrible news.

HAN

Okay, how do we blow it up?

(all eyes on him) There's always a way to do that.

But no one has anything. Leia watches the silence, frustrated. Finally, rallying them:

LEIA Han's right.

Han is surprised.

ADMIRAL STATURA

(at first hesitant)

In order for that amount of power to be contained, that base would need some kind of thismal oscillator...

FINN There is one.

All eyes on Finn as he moves around the hologram to a location on the Starkiller Base -- it is ZOOMED IN: A GIANT BLACK HEXAGONAL STRUCTURE.

FINN (CONT'D) Precinct 47. Here.

ADMIRAL STATURA

(hypothesizing)

If we can destroy that oscillator, it might de-stabilize the core and cripple the weapon.

MAJOR EMATT ... Maybe the planet.

Poe then tries to bolster spirits, looking at the BIG HEXAGONAL STRUCTURE: the Oscillator.

POE

We'll go in there and we'll hit that oscillator with everything we got.

ADMIRAL ACKBAR

They have defensive shields that our ships cannot penetrate.

HAN

We disable the shields.

(to Finn)

Kid, you worked there, what do you got?

FINN

(beat, then:) I can do it.

HAN

I like this guy.

FINN

I can disable the shields. But I have to be there, on the planet--

HAN

We'll get you there.

LEIA Han, how?

HAN

If I told you, you wouldn't like it.

POE

So we disable the shields, take out the oscillator and we blow up their big gun. All right. Let's go!

And everyone splits.

EXT. HANGARS, RESISTANCE BASE - DAY

SERIES OF SHOTS: THE RESISTANCE FLEET PREPARES FOR ITS MISSION. Pilots inspect crafts, including Snap, Nien Nunb, and Poe at his black-marked X-wing. Mechanics make adjustments as Crews fuel the jets. Ground controllers move ships into takeoff formation. Pilots prep their ships, including BB-8, who is PULLED INTO Poe's black X-wing.

Finn approaches Poe wearing the jacket.

Poe slaps Finn's shoulder as he heads off. Finn watches Poe, despite it all, a little laugh. Over this:

EXT. RESISTANCE BASE - DAY

Chewie and Finn follow Han's orders as they prepare the Falcon for one more daring run, maybe its last:

HAN

Chewie, check that donal capitator. Come on. Let's go. -- Finn, be careful with those - they're explosives.

FINN Now you tell me?

LEIA

No matter how much we fought, I've always hated watching you leave.

Han looks over, there's Leia.

HAN

That's why I did it. So you'd miss me.

He laughs, moves up close to her.

LEIA I did miss you. Please... Get Anakin back here.

He looks at his, says sweetly, out of the blue:

HAN

I'll get him back. You have my word.

LEIA ... The word of a scoundrel?

HAN

(chuckles)

Some things never change.

LEIA

(smiles) True. You still drive me crazy.

Han places his hands on her shoulders. It could be thirty years ago.

They both know there's a good chance he won't make it back. They pull each other tight, holding for dear life. Quietly, longingly:

LEIA (CONT'D)

If you see our niece again, bring her home.

INT. OLD X-WING, COCKPIT - - DAY

SLOW PUSH IN ON ANAKIN, mind still racing over what's happened between him and Luke. He is flooded with emotions, feeling his potential, his strength, that in this moment of spontaneous choices, perhaps anything is possible.

EXT. STARKILLER BASE PLANET - DAY

A vast view of the planet -- a MASSIVE SOLARVAC ARRAY surrounds a port TEN MILES IN DIAMETER.

MILLIONS OF PANELS turn on the ARRAY -- a wave of BRILLIANT

REFLECTIONS. Suddenly, like a planetary-scale TESLA COIL LINE OF ENERGY, THE POWER OF THE SUN begins to TRAVEL DOWN to the Starkiller Base planet.

INT. STARKILLER BASE - ATRIUM AREA - DAY

TIGHT ON KYLO'S MASK as he peers nervously around a corner.

Kylo turns, sensing a familiar presence near the planet.

KYLO

Anakin Solo...

EXT. SPACE – DAY

The X-Wing pans through toward the colossal planet sized Weapon.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

Kylo walks through the crowd of officers, seeing all of the officers working and frequently moving in commotions to take action on the X-Wing.

HUX

Ah. So you decided to join us.

KYLO

What is that?

HUX

A fool whose about to be blown from the skies.

Ready the cannons!

EXT. STARKILLER BASE – MIDDAY

Several dozen cannons spin, aiming at the X-Wing.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

KYLO

Hold your fire!

HUX

(confused)

Sorry, what?

KYLO

Lower the shields.

HUX

(loses it)

Are you insane?!

KYLO

It's just one pilot. They're not here to fight the First Order. They're here for me.

EXT. STARKILLER BASE – MIDDAY

The X-Wing flies through the atmosphere, the shields are DOWN.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

HUX

This is ludicrous! Your going to get us killed.

KYLO

Tell your men to hold fire.

HUX

Cannons at the ready.

KYLO

I said, tell your men to hold fire.

HUX

I will not let your arrogance get us killed.

Kylo grips Hux by the throat tightening his grip. Hux chokes, cackling for air.

KYLO

I won't repeat myself again, General.

EXT. STARKILLER BASE – MIDDAY

It's too late; the cannon fires at the X-Wing. Anakin leaps out of the cockpit, falling in the air and landing:

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

Anakin lands on the steel metal terrain of the Assembly Area. Stormtroopers enter from all sides, surrounding him and aiming their blasters to kill. Anakin reaches into his cloak and ignites a blue beam of light – Luke's Old Lightsaber.

INT. STARKILLER BASE- CONTROL ROOM – MIDDAY

KYLO

Order your men to stand down.

Hux looks outside, seeing Anakin stand ready to face all the Stormtroopers. Alone.

HUX

(gargled)

Do.. As he says..

Kylo lets go of Hux and drops him to the floor. Hux gasps for breath, coughing and choking on air now; relieved.

KYLO

A second longer and I wouldn't have been so merciful, Hux.

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

Anakin stands, prepared to fight. The Stormtroopers lower their weapons, remaining in their places.

ANAKIN

COME OUT KYLO!! FACE ME!!!

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

KYLO

(to an officer)

Keep the garrison on him. I'll deal with him.

Kylo exits.

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

A square shaped hole in the ground behind the garrison of Stormtroopers fills as we see Kylo Ren emerge from it, like an elevating platform. The Stormtroopers move to separate sides, giving Anakin and Kylo a perfect distance from each other.

KYLO

A valiant effort, but foolish. You should have brought your Resistance.

ANAKIN

I do not come here for the Resistance. I come here for you.

KYLO

You come here alone, armed with a lightsaber that doesn't belong to you. We both know how this ends.

ANAKIN

You'll have to kill me this time.

KYLO

We'll see.

Kylo reaches to his side as he drops his cape, igniting the red crossguard lightsaber. Anakin raises his lightsaber, glaring at Kylo.

Kylo's lightsaber flashes into view, blocking Anakin's blow before it can reach his throat. The two blades spark at contact. Anakin lunges at Kylo, gritting his teeth as he strikes. Kylo is forced back, almost losing his balance, and backhands Anakin. Anakin steadies himself, ready to attack.

Anakin looks momentarily toward the Stormtroopers, then back to Kylo. He steps back, driving the hate from his being. Kylo pulls himself back to his feet, humiliated and angry, then attacks, forcing Anakin on the defensive. The young Jedi leaps in an amazing reverse flip up into the air overhead. Above them all, he reaches his hand for a Force push – Kylo jumps away, but the Stormtroopers are thrown across the area. Anakin lands and Kylo dashes to him, almost impaling him! Anakin smacks his lightsaber across Kylo's, pushing his foe away for a moment.

Anakin throws the laser sword and Kylo catches it, throwing it back against him! Anakin yelps as the lightsaber blade pierces through his palm. With a groan, Anakin tumbles to the ground. Kylo moves to him.

Anakin's lightsaber rolls on the ground to behind his feet. Kylo stares at him, then slowly raises his fiery blade to Anakins chin. He gazes menacingly at him a moment longer.

Anakin raises his good hand, defiant to losing. Kylo is thrown several feet away, hitting the ground hard. Anakin stands, the lightsaber flies to his hand, summoned, and is ignited.

Kylo stands, enraged.

Kylo screams in anger, rushing at Anakin with a frenzy of quick devastating strikes we have not seen before. Sparks fly as Anakin and Kylos lightsabers clash. Kylo's hatred forces Anakin to fall back. Each strike of Kylo's sword drives Anakin closer toward the edge of the Assembly Area, leading to a fall that could potentially kill him. Kylo's slashes begin to grow rash, pushing Anakin to his knees on the edge of the metallic cliff side. Anakin spots a chance to lay a blow and takes it; as Kylo raises his blade, Anakin slashes his sword across Kylos mask- pushing his away!

Kylo falls back and the mask rolls behind his. Anakin stands, pointing his lightsaber at Kylo, whose face we see COMPLETELY. A woman. They stare into one another's eyes, until Stormtroopers surround them. Kylo stands, her black hair flowing freely as she glares at Anakin, who retracts his lightsaber blade.

KYLO

It's good to see you, Anakin.

EXT. LIGHTSPEED SPACE - MIDDAY

The Falcon SCREAMS PAST --

INT. MILLENNIUM FALCON - COCKPIT - MIDDAY

Flying at LIGHTSPEED, Finn, with Han and Chewie.

FINN

How are we getting in?

HAN

Their shields have a fractional refresh rate. Keeps anything traveling slower than lightspeed from getting through.

Finn is suddenly filled with dread.

FINN

We're gonna make our landing approach at lightspeed?!

Chewie, thinking it's crazy too, says: HELL YES WE ARE!

HAN

Alright, Chewie, get ready.

Chewie GROANS: he's ready. Han studies the PANEL INDICATORS.

HAN (CONT'D) And Now!

Chewie and Han hit switches --

EXT. LIGHTSPEED SPACE/STARKILLER BASE - MIDDAY

The Falcon's ENVIRONMENT SHIFTS INSTANTLY FROM LIGHTSPEED TO PLANET ATMOSPHERE -- it's suddenly FLYING 100 FEET ABOVE THE SNOWY, ROCKY GROUND, HEADED FOR A THICK FOREST! INT. MILLENNIUM FALCON - COCKPIT - DAY

Chewie GROANS:

HAN

I AM PULLING UP!!!

EXT. STARKILLER BASE - DAY

But the Falcon has no time -- it PLOWS through the trees!

It then RISES --

INT. MILLENNIUM FALCON - COCKPIT - MIDDAY

ALARMS BLARE as the ship SLAMS THROUGH BRANCHES, SHOOTS TOWARD SKY! Han does his best to steer -- Chewie GROANS -- in the madness Han YELLS:

HAN

I get any higher, they'll see us!

And the ship DIVES again, back into the trees!

EXT. STARKILLER BASE - CLEARING - DAY

A quiet CLEARING on the forest TREELINE. Suddenly the MILLENNIUM FALCON HURTLES OUT OF THE FOREST! From an eruption of BRANCHES and PINE, the ship DIVES -- SLAMS INTO THE SNOW!

It DIGS THROUGH A THOUSAND YARDS OF WHITE until it finally comes to a canted stop, half buried in the snow!

INT. STARKILLER BASE – MIDDAY

An officer stops Kylo, whose mask bears a cut across the left side.

OFFICER

Sir, our scanners detected a massive ship pulling out of lightspeed near here.

KYLO REN

Put every hangar on lock-down. Prepare a searchi--

Suddenly, Kylo senses something. Something familiar.

KYLO REN (CONT'D) Han Solo...

EXT. STARKILLER BASE - MIDDAY

MASSIVE WIDE SHOT of an EPIC SNOWSCAPE. Han, Finn and Chewie cross the terrain. WALKERS appears on the horizon. Han, Finn and Chewie take cover behind a base structure. Chewie carries a BLACK DUFFEL of EXPLOSIVES.

FINN

The flooding tunnels are over that ridge. We'll get in that way.

HAN

What was your job when you were based here?

FINN Sanitation.

HAN

Sanitation? Then how do you know how to disable the shields?

FINN

I don't. I'm just here to get Anakin.

HAN

People are counting on us! The galaxy is counting on us--!

FINN

Solo, we'll figure it out! We'll use the Force!

HAN

That's not how the Force works--!

(CONTINUED)

CONTINUED:

Chewie MOANTALKS.

HAN (CONT'D) Oh really, you're cold?

FINN Come on!

They follow Finn on the snowy hike. On the horizon, THE

LASER SIPHON SHOOTING INTO THE SKY, SLOWLY SUCKING THE SUN DRY.

INT. STARKILLER BASE - CONTROL ROOM - MIDDAY

Technicians at work, the SUN SUCKING seen in the window behind him.

GENERAL HUX Report.

FIRST ORDER OFFICER

Weapon charged in fifteen minutes, sir.

INT. STARKILLER BASE - CORRIDOR 4 - MIDDAY

A STORMTROOPER waits to board a Transport Compartment. The door WHOOHES open -- HAN, FINN and CHEWIE are there!

STORMTROOPER FN-9330 Hey!

He fumbles for his blaster but Chewie shoots first. WIDE ANGLE of the corridor as the Trooper flies back, dead.

Chewie drags him out of sight. Han and Finn peer around a corner, wary.

HAN

The longer we're here, less luck we're going to have. The shields?

FINN

I have an idea about that.

Han and Chewie follow Finn.

INT. STARKILLER BASE - CORRIDOR - MIDDAY

Captain Phasma heads down a corridor, distant Stormtroopers. Suddenly Phasma is T-BONED HARD AND FAST -- SHOVED OUT OF FRAME BY CHEWIE!

And now we're in a NARROW CROSS-CORRIDOR, CHEWIE WITH HIS ARMS AROUND PHASMA, FORCED TO FACE FINN, WHO HOLDS HIS BLASTER ON HIS FORMER CAPTAIN. Han stands behind Finn.

FINN Remember me?

(CONTINUED)

CONTINUED:

CAPTAIN PHASMA

FN-2187.

FINN

Not anymore. The name's Finn, and

I'm in charge. I'm in charge now, Phasma. I'm in charge.

HAN

Bring it down. Bring it down.

FINN Follow me.

Finn SMILES as we CUT TO:

INT. STARKILLER BASE – PRISON CELL - MIDDAY

TIGHT ON ANAKIN'S FACE as he peers nervously around the corner of his shoulder, strapped to a familiar device that held Poe earlier.

Anakin groans. a long, glossy hall, seeing a Stormtrooper standing at the doorway. Anakin smirks and turns his fingers slightly, the Stormtrooper turns to face him- as if following Anakins telepathic command. Anakin uses his fingers to gesture for the Stormtrooper to come closer, as he does.

ANAKIN

You wouldn't happen to have a key would you?

INT. STARKILLER BASE – HANGAR - MIDDAY

From this alcove, Anakin can see down another LONG, PERPENDICULAR

WALKWAY -- on one side, a STONE AND STEEL WALL. On the other side, a VAST ATRIUM, with a railing-free DROP OFF, the white pill-light design descending HUNDREDS OF FEET.

At the end of this walkway is an OPEN HANGAR DOOR, revealing HUNDREDS OF TIE FIGHTERS parked outside.

TIGHT on Anakin's face as his plan is clear. But the problem: between him and the ship he wants to steal, is a GROUP OF STORMTROOPERS. Guards, in conversation.

As he tries to think about what to do next, we see, FAR

BEHIND HIS in the perpendicular hall, ANOTHER GROUP OF STORM and SNOWTROOPERS headed his way!

Anakin's mind races -- another peek out and he RUNS FAST, across the walkway, and CLIMBS DOWN -- his fingertips disappearing over the edge just as the Troopers approach and continue.

WIDE SHOT as Anakin holds on carefully as the guards walk off, not seeing his over the edge, a death drop below his.

But then he SEES SOMETHING and has a brainstorm. He strenuously cross-climbs to an invisible SERVICE HATCH, which

He opens, and climbs INSIDE THE WALL, closing the hatch behind his.

INT. STARKILLER BASE - INSIDE THE WALLS - DAY

A REMARKABLE IMAGE, inside the inner workings of the base.

Tiny by comparison, Anakin climbs amid the incredible infrastructure, a drop to infinity beneath his. He is between the LIGHT SOURCE and the WHITE PILL SHAPES, as he makes his way ACROSS.

INT. STARKILLER BASE - ATRIUM AREA - DAY

WIDE SHOT of the Stormtrooper GUARDS, above the drop off into the atrium. What they cannot see is a SHADOWED SILHOUETTE OF ANAKIN against the ENDLESS WHITE PILL LIGHTS as he climbs across the space, beneath them, toward his exit!

INT. STARKILLER BASE - CONTROL ACCESS POINT - DAY

CLOSE AS PHASMA SITS INTO FRAME in front of a WORKSTATION -Finn, Han and Chewie, blasters aimed. Phasma reluctantly works controls on the workstation.

FINN

You want me to blast that bucket off your head? Lower the shields.

CAPTAIN PHASMA You're making a big mistake.

FINN Do it.

Chewie MOAN/TALKS. Phasma hits a few more buttons -- the controls BEEP-CLICK. "SHIELDS DISABLE INITIATE". Eyes on the workstation:

FINN (CONT'D)

Solo, if this works, we're not going to have a lot of time to find Anakin.

HAN

Don't worry kid, we won't leave here without him.

The controls BEEP-CLICK. "SHIELDS DISABLED".

CAPTAIN PHASMA

(to Finn, cruel)

You can't be so stupid as to think this will be easy. My troops will storm this block and kill you all.

FINN

I disagree. What do we do with her?

HAN

Is there a garbage chute? Trash compactor?

FINN

Yeah, there is...

INT. RESISTANCE BASE - DAY An ALERT: OFFICERS at their consoles, OVERLAPPING, urgent.

(CONTINUED)

CONTINUED:

OFFICER

General, their shields are down!

C-3PO Thank the Maker!

LEIA Han did it! Send them in!

ADMIRAL STATURA

Give Poe full authorization to attack.

REAR ADMIRAL

GULCH Black Leader, go to sub-lights. On your call.

INT. X-WING - MIDDAY

At LIGHTSPEED, Poe pilots:

POE

Roger, base -- red squad, blue squad, take my lead.

INT. X-WING - MIDDAY

Nien Nunb pilots, acknowledges order in alien language.

INT. X-WING - MIDDAY

Another pilot, ZOLO ZIFF.

YOLO ZIFF

Dropping out of lightspeed.

EXT. SPACE/STARKILLER BASE - MIDDAY

With CONCUSSIVE BLASTS, the X-WINGS APPEAR and ROAR PAST CAMERA toward the Starkiller Base planet!

EXT. STARKILLER BASE - CLEARING - MIDDAY

The CRAHED FALCON, two parked TIE FIGHTERS and a TROOP TRANSPORT VEHICLE beside it.

EXT. STARKILLER BASE - CLEARING - MIDDAY

At a distance, the X-WINGS DROP FROM THE SKY, TOWARD THE HEXAGONAL OSCILLATOR STRUCTURE IN THE DISTANCE!

EXT. STARKILLER BASE - ABOVE OSCILLATOR - MIDDAY

The squad of X-wings DIVE BOMBS the Oscillator, the Black

Falcon leads. INTERCUT BETWEEN THIS AND VARIOUS X-WINGS.

INT. X-WING - MIDDAY

Poe pilots:

POE

Almost in range! Hit the target dead center, as many runs as we can get!

INT. X-WING - MIDDAY

Snap pilots.

SNAP

Approaching target.

INT. X-WING - MIDDAY

Nien Nunb acknowledges.

INT. STARKILLER BASE - CONTROL ROOM - MIDDAY

LARGE EXPLOSIONS atop the DISTANT OSCILLATOR, seen through the large windows! ALARMS BLARE in here -- we PULL BACK as Hux moves quickly to see the damage, he turns sharply to a First Order Officer:

GENERAL HUX Dispatch all squadrons...

COLONEL DATOO Yes, General.

INT. X-WING - DAY

POE

Let's light it up!

DIVE BOMBING THE OSCILLATOR, HITTING IT DEAD CENTER IN QUICK SUCCESSION!

INT. X-WING - MIDDAY

LT. BASTIAN Direct hit!

ELLO ASTY But no damage!

Jess reacts.

POE

Yeah, we gotta keep hitting it!

Another bombing run! Remember, when that sun is gone, that weapon will be ready to fire! But as long as there's light, we got a chance.

INT. X-WING - MIDDAY

A BEEPING from BB-8, riding in the back of his X-wing, and Poe looks out -- can't believe what he's seeing: DOZENS OF TIE FIGHTERS!

POE

Guys, we got a lot of company!

INT. RESISTANCE BASE – MIDDAY

Leia stands at the com-link computers, her eyes shut in a trance.

INT. ACH-TO – CLIFF-SIDE – MIDDAY

Luke sits on the rock formation nearing the end of the cliff, he is meditating. The air blows his hair across his nose. His eyes shut in a trance as well.

INT. RESISTANCE BASE – MIDDAY

LEIA

Luke... Can you hear me? Luke... I can't do this alone... We need your help... Han needs you... I need you...

INT. ACH-TO – CLIFF-SIDE – MIDDAY

Her voice whispers echoes within his mind, soft and gentle, yet afraid. She whispers one final word:

LEIA

Luke...

Luke's eyes open, hearing her pleas from the other side of the galaxy. He sweats and clenches his fingers as if digging into his knees.

LUKE

(to himself)

Leia...

INT. STARKILLER BASE - JUNCTION AREA - MIDDAY

Finn, Han and Chewie take cover, Chewie pulling some EXPLOSIVES out of the duffel. Blast doors nearby.

FINN

We'll use the charges to blow that blast door. I'll go in and draw fire, but I'm gonna need cover.

HAN

You sure you're up for this?

FINN

Hell no -- I'll go in and try

to find Anakin --

(improvising, fast)

\-- The troopers'll be on our tail. We have to be ready for that. There's an access tunnel that'll leads --

(Han grins, relieved. He starts pointing with his chin to something behind Finn)

Why are you doing that? Why are you doing -- this? I'm trying to come up with a plan.

Finn turns -- AND SEES ANAKIN, CLIMBING OUT FROM INSIDE THE

WALL, carefully climbing back up to the main level! He can't believe it! Chewie MURMURS in relief. Han is maybe more grateful than anyone.

INT. RESISTANCE BASE - MIDDAY

A Resistance Technician turns to Leia:

ADMIRAL ACKBAR

The Oscillator's still standing.

OFFICER

X-wings coming back for another round of attacks!

INT. STARKILLER BASE - CORRIDOR 6 - MIDDAY

Anakin climbs up to the corridor, vigilant. He hears a SOUND, SWOOPS his rifle at -- Finn, Han and Chewie! He cannot believe it! All Finn wants to do is hug him -- and he him.

(CONTINUED)

CONTINUED:

HAN

Are you all right?

ANAKIN Yeah, Dad, I'm fine.

HAN Good, You had me worried.

Anakin and Han share a look, almost as if they don't know how to say "Thank God your safe" or "Thank you" to one another.

FINN

What happened -- did he hurt you?

ANAKIN

Finn. What are you doing here?!

FINN

We came back for you.

He is speechless -- Chewie TALKS -- and Anakin smiles.

FINN (CONT'D) What'd he say?

ANAKIN

(shrugs, smiles)

... That it was your idea.

Finn awkwardly smiles. It's his nature. They embrace.

ANAKIN (CONT'D) Thank you.

FINN

How did you get away?

ANAKIN

I can't explain it.

HAN

Your in big trouble when we get off this rock. Come on.

EXT. STARKILLER BASE - MIDDAY

The X-Wings DOGFIGHT with the TIE Fighters on the surface of the snowy planet. INTERCUT BETWEEN the ships SCREAMING past each other, and the COCKPITS of the Resistance and First Order fighters. Poe's fighter NEARLY COLLIDES with a closepassing TIE Fighter!

SNAP

I got one behind me. See it?

JESS Yeah, I'm on it!

(CONTINUED)

CONTINUED:

A heavy cannon emplacement launches a missile that shreds an X-wing fighter.

JESS

Furillo's been hit!

SNAP

Watch out for ground fire!

EXT. STARKILLER BASE - MIDDAY

The X-wings ROAR across the sky, BLASTING and DODGING the TIE Fighters and missiles.

PULL BACK TO REVEAL Han, Finn, Anakin and Chewie, who run out here, into the snow, stopping, eyes on the sky, watching the lop-sided battle.

THE FOUR HEROES TURN TO EACH OTHER, RESOLVE IN THEIR EYES.

A long moment of communication.

HAN

They're in trouble. We can't leave. (to Finn, re: Chewie) My friend here has a bag full of explosives. Let's use 'em.

INT. RESISTANCE BASE - MIDDAY

A Resistance Technician turns to Leia:

KAYDEL KO CONNIX General, are you seeing this?

VOBER DAND

Two more X-wings down. That's half our fleet destroyed.

C-3PO

And their weapon will be fully charged in 10 minutes! It would take a miracle to save us now.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

Han and Chewie arrive here to find THREE SECURITY

STORMTROOPERS approaching a Maintenance Hatch. Instantly, Chewie takes out the middle one with his Bowcaster. Han and the other two Stormtroopers OPEN FIRE, but Han's aim is true. ALARMS START BLARING!

INT. JUNCTION STATION - NEAR DARKNESS

Running inside from a parked snowspeeder, Anakin opens a service hatch. Finn behind him, as he reaches into the mechanics of the place, very much like the very first shot we saw of Anakin.

And he YANKS a piece of TECH from the machinery and:

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The HATCH OPENS! Han and Chewie, having been on the lookout, step inside, weapons poised. Chewie MOANS.

HAN

My boy knows his stuff.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS Han and Chewie divide the explosives. Talk in hushed tones.

HAN

We'll set the charges at every other column.

He GROAN/TALKS to Han, who looks around, reconsiders.

HAN (CONT'D)

You're right. That's a better idea.

(checks his detonator) You take the top.

(Chewie does)

I'll go down below. Detonator.

We'll meet back here.

They head off in opposite directions.

INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

Han finishes placing an explosive. Checks he's all-clear and hurries down to the next level. Chewie climbs up a level.

INT. OSCILLATOR STRUCTURE - MAIN ENTRANCE - NEAR DARKNESS

A SQUAD of Stormtroopers SNAP to alert as Kylo Ren approaches. CONTROLS ARE HIT and the huge DOOR OPENS. Without hesitation, Kylo walks INTO THE OSCILLATOR.

INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

A COLOSSAL CYLINDRICAL STRUCTURE. DARK CORRIDORS and CATWALKS. Kylo Ren comes to a stop. Scans the structure.

SENSING SOMETHING, he motions the Stormtrooper Squad upwards.

KYLO REN Find them.

They rush past her. Kylo Ren turns slowly, and HEADS DOWN.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The Stormtroopers move up the ramp, weapons ready, checking carefully where blind corners intersect from the perimeter.

They come round to the next higher level and PASS CLOSE TO CAMERA. When they've passed, TILT to find CHEWIE, in the shadows of the grillwork.

(CONTINUED)

CONTINUED:

Once they're gone, he plants another charge.

EXT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The Snowspeeder comes to a stop outside the structure. Finn and Anakin stop for a moment, look to the sky: THE SUN IS NEARLY GONE.

INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NIGHT

Han finishes setting a charge and is about to move on when he HEARS SOMETHING and conceals himself behind a wide, vertical support. He peaks around the edge and his whole demeanor changes --

HAN'S POV: Kylo Ren appears and stops at the railing, looking down into the filter. Han looks at his NIECE with a tortured storm of feelings.

WE'RE WITH KYLO REN as she resumes her hunt. She heads directly toward WHERE HAN IS HIDING! Kylo Ren has an INCREASING SENSE OF HAN'S PRESENCE as she moves closer. She comes to where Han was hiding -- but HAN IS NOWHERE TO BE SEEN.

From his hiding place in a narrow, POWER CHAMBER in the wall, HAN WATCHES HIS NIECE PASS ONLY A FEW FEET IN FRONT OF HIM.

Han SHIFTS HIS POSITION in the tight compartment, so he can watch Ren's progress. Kylo Ren turns onto a FLAT BRIDGE THAT BISECTS the open space.

Unaware of her Uncle, Kylo Ren walks purposefully across to the opposite side. Han watches her walk off -- the CLANKCLANK of Kylo Ren's boots receding.

This is Han's opportunity to escape but Leia's words echo through his mind. He makes a decision and moves out, to the edge of the catwalk. He calls out, strongly:

HAN Maela!

The name ECHOES as Kylo Ren STOPS, far across the vast catwalk. She turns.

KYLO REN

Han Solo. I've been waiting for this day for a long time.

Finn and Anakin make their way into the space, opening a HATCH that allows A BEAM OF PRECIOUS SUNLIGHT to stream down like a spotlight on Han and his niece. Finn and Anakin get to a railing and look down. They can SEE and HEAR Han and Kylo Ren on the catwalk below.

ANAKIN

Dad?...

HAN

Take off that mask. You don't need it.

KYLO REN

What do you think you'll see if I do?

Han moves toward Kylo Ren.

HAN

The face of my granddaughter.

Kylo TAKES OFF HER MASK. Han is JOLTED -- seeing the face of his niece for the first time in years.

KYLO REN

Your granddaughter is gone. She was weak and foolish, like her father. So I destroyed her.

HAN

That's what Snoke wants you to believe but it's not true. My niece is alive.

SEVERAL LEVELS BELOW them, CHEWIE comes to the rail to watch.

INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NEAR DARKNESS

Kylo flares.

KYLO REN

No. The Supreme Leader is wise.

UP ABOVE, Finn, Chewie and Anakin watch, rapt. Stormtroopers dot the perimeter of the structure, watching the scene. ON THE BRIDGE, Han moves closer, stern:

HAN

Snoke is using you for your power.

When he gets what he wants, he'll crush you -- you know it's true.

Kylo hesitates. Somehow, she does know it.

KYLO REN It's too late.

HAN

No it's not. Leave here with me.

Come home. We miss you.

For the first time, Kylo Ren seems truly conflicted. Tears flood her stoic eyes...

KYLO REN

I'm being torn apart. I want to be free of this pain.

INT. OSCILLATOR STRUCTURE - DARKNESS FALLS

Han takes one step toward his niece, but stops himself.

KYLO REN

I know what I have to do, but I don't know if I have the strength to do it. Will you help me?

Han hears his nieces' voice again, pained and vulnerable.

HAN Yes. Anything. I love you.

Kylo Ren unholsters her lightsaber and SLOWLY EXTENDS IT to Han, within a foot of Han's chest. Han almost can't believe it. The moment seems to last forever. And just then, the LAST BEAM OF SUNLIGHT streaming through the open hatch VANIHES.

Han actually smiles -- and reaches out for the dark weapon -but with the light now gone, KYLO REN'S EYES FILL WITH DARKNESS, SHE IGNITES THE LIGHTSABER -- THE FIERY BLADE SHOOTS OUT, RIGHT THROUGH HAN'S CHEST AND BACK!

KYLO REN

I know.

ABOVE, Finn and Anakin GASP -- SCREAM --

FINN

(Panting) Solo.

ANAKIN

(also panting) DAD!!!!!!

Han's last moment is turning to look into his son's face. HAN'S KNEES BUCKLE. The blade tilts down with him... until KYLO REN EXTINGUIHES IT AND HAN HOLDS onto the catwalk -- his life slipping away.

Finally Han FALLS BACK, OFF THE CATWALK, INTO THE DEPTHS OF THE STRUCTURE!

INT. RESISTANCE BASE - DAY

Leia, feeling it instantly -- knowing -- drops into a seat, DEVASTATED.

INT. OSCILLATOR STRUCTURE - NIGHT

Kylo Ren is somehow WEAKENED by this wicked act. Herself horrified. Her SHOCK is broken only when --

CHEWIE CRIES OUT IN AGONY! Chewie furiously FIRES AT KYLO

REN, HITTING HER IN THE SIDE! Kylo Ren falls back, stunned.

Our MUSIC TAKES OVER, EPIC AND HEARTBREAKING as Stormtroopers FIRE AT CHEWIE, who is forced to retreat down a corridor, where he holds the EXPLOSIVE REMOTE -- he PUSHES THE BUTTON!

Hearing ONLY OUR SCORE, FIRST ONE, then TWO, then FOUR, then

SIX EXPLOSIONS rock the structure -- CATWALKS FALL as the walls CAVE IN!

Kylo Ren SEES ANAKIN AND FINN, WATCHING THE EXPLOSIONS IN SHOCK -then they SEE KYLO REN, WHO RECOGNIZES THEM BOTH, WITH ASTONISHMENT. She rises to her full height and heads for them with long strides.

Stormtroopers begin to BLAST AWAY AT ANAKIN AND FINN! CRAZED, ANAKIN FIRES BACK AS BLASTS HIT AROUND HIM. FINN WRAPS AN ARM AROUND HIM AND DRAGS/CARRIES HIM OUT OF SIGHT!

INT. RESISTANCE BASE - DAY

ADMIRAL ACKBAR

The Oscillator's been damaged but is still functional.

COMMODORE META reacts.

OFFICER TABALA ZO

Admiral, their weapon will fire in two minutes.

EXT. FOREST - NIGHT

From a distance the oscillator is ablaze and fractured from the explosives. Then Anakin and Finn appear, coming over a rising, running into a bare-tree snowy forest.

FINN

The Falcon's this way.

Finn and Anakin, overcome with emotion, race through the snowy forest -- until Finn SLOWS AND STOPS. Anakin stops too, both out of breath. They look at each other. They both know: they can't run.

EXT. STARKILLER BASE - FOREST - NIGHT

Kylo Ren moves through the trees -- until she STOPS. Takes out the saber, ignites it. A still figure amidst the gusts of wind and snow.

STANDING THIRTY FEET AWAY, TURNING TO FACE HIM, ARE FINN AND ANAKIN.

Anakin holds LUKE'S LIGHTSABER, Finn the Stormtrooper BLASTER.

KYLO REN We're not done yet.

ANAKIN

You're a monster!

KYLO REN

It's just us now. Han Solo can't save you.

After a beat, Anakin moves forward with the lightsaber -- IGNITING IT!

Kylo Ren RAISES A HAND -- Anakin struggles under his FORCE POWER -he can't charge -- she strains too, especially with the WOUND Chewie inflicted. Kylo Ren GESTURES POWERFULLY -- Anakin's LIGHTSABER FLIES OUT OF HIS HAND -- another GESTURE and Anakin FLIES BACK and SLAMS INTO A TREE thirty feet away!

He drops -- LANDS HARD in the snow. Dazed, hurt.

FINN

Anakin! Anakin! Anakin... Anakin... Oh no. Oh no no no...

Finn turns to him, afraid and concerned. But the SOUND OF KYLO REN'S LIGHTSABER moving makes Finn TURN BACK TO KYLO REN, lit by the glowing YELLOW AND RED BLADE.

KYLO REN TRAITOR!

In reply, Finn TURNS ON LUKE'S LIGHTSABER -- upon seeing the weapon, Kylo Ren REACTS IN SHOCK.

KYLO REN (CONT'D)

That lightsaber. It belongs to me!

FINN Come get it.

Despite his fear, Finn raises his blade in welcome. Kylo Ren CHARGES at him - Finn terrified -- Kylo Ren LUNGES but Finn DEFLECTS Ren's SPARK-SPITTING blade!

Kylo Ren TURNS, ATTACKS, CUTS -- amazingly Finn BLOCKS, COUNTER-ATTACKS -- clearly IMPRESSES KYLO REN, who only enjoys this challenge more!

Anakin RECOVERS, gets his bearings. His eyes focus on the two fighting, through the trees.

Kylo Ren is obviously hampered by her wound, yet she attacks with a primal SAVAGERY -- Finn BLOCKS, turning DEFENSIVE moves into OFFENSIVE ones. And he ACTUALLY GETS A HIT IN! LUKE'S SABER GRAZING KYLO REN'S ARM! Kylo MOVES BACK -wounded, but more enraged than weakened. Kylo Ren CHARGES AGAIN -- their WEAPONS POUND, SPARKS FLY, their blades LOCK, the two are CLOSE, LIT BY the powerful, CRASHING sabers:

And Kylo Ren PUSHES FINN BACK, attacks with pure ferocity -Finn is stunned -- unprepared for this fierceness.

Anakin sees this -- Kylo Ren unleashes a MERCILESS SERIES OF BLOWS, pushing Finn further and further back until he loses balance.

That's when KYLO REN STRIKES: SHE LANDS A BLOW TO FINN'S TORSO -LUKE'S LIGHTSABER FLIES FROM FINN'S HAND, THROWN TWENTY FEET and in front of ANAKIN!

Anakin grasps the lightsaber IGNITING it. Kylo scolds him, growing tired of their defiance. Anakin lunges, but Kylo repels the blow. Again attacks, and the swords of the two combatants clash in battle. Anakin and Kylo Their swords clash, splitting several trees into pieces. Anakin aggressively drives Kylo back, forcing her to use defensive tactics. Breathing hard, Anakin jumps in the air, turning a somersault over Kylo. He lands on the ground and slashes at Kylo as the snow surroundings around them is stomped and tampered onto.

Kylo retreats before Anakin's skillful sword. Kylo lunges at him and Anakin immediately raises his lit sword to meet Kylo's. Sparks fly as they duel, Kylo gradually forcing Anakin backward toward the many trees around them.

Anakin answers by rolling sideways and thrusting his sword at Kylo, who slams hers at a tree, splitting it and causing Anakin to viciously strike the colossal log.

Kylo's sword comes slashing down, cutting at a stone rock as Anakin narrowly dodges; it begins to crumble.

Anakin glances at the stone rock. Kylo makes two quick moves, hooking Anakin's sword out of his hand and sending it flying. Another lightning move at Luke's feet forces the youth to jump back to protect himself. Kylo produces sparks of lightning from her finger tips, electrocuting Anakin, who yelps and screams in agony. Kylo stops, kicking Anakin to the side. Crouching, Anakin keeps his gaze steadily on his enemy.

KYLO

You really believed you stood a chance? If your siblings couldn't stand against me, how can you? It's over, cousin.

Kylo Ren TURNS OFF HER LIGHTSABER and REACHES FOR LUKE'S LIGHTSABER -- BECKONING IT WITH THE FORCE.

LUKE'S LIGHTSABER VIBRATES IN THE SNOW.

Kylo Ren GESTURES, INCREASES HER POWER -- LUKE'S LIGHTSABER

FINALLY FLIES OUT OF THE SNOW, BULLETS TOWARD KYLO REN -- AND SPEEDS PAST HER!

KYLO REN TURNS TO SEE LUKE'S LIGHTSABER LAND IN THE HAND OF LUKE SKYWALKER HIMSELF, WHO STANDS, FACING HER, HAVING REACHED FOR IT HIMSELF. ANAKIN IS UTTERLY STUNNED TO SEE HIM HERE! HE IS SHOCKED -- AND SO IS KYLO REN!

KYLO

Father...

Holding it with his right hand, HE IGNITES HIS LIGHTSABER FOR THE FIRST TIME IN YEARS, HIS EYES BLAZING. He reaches into his Jedi Robe, revealing a GREEN BEAM OF LIGHT: HE HAS BOTH OF HIS LIGHTSABERS AT THE READY!

Kylo Ren IGNITES HER SABER.

It's LUKE who charges now -- Kylo Ren immediately on the defensive. They BATTLE POWERFULLY -- She is clearly rocked by his raw, innate skill.

INT. X-WING - NIGHT

NIV LEK We just lost R-1!

JESS

We're overwhelmed! What do we do?

It isn't working!

Another pilot looks down -- SEES THE EXPLOSION -- coming from the OSCILLATOR. Relatively small, it's an opening:

YOLO ZIFF

Black Leader, there's a brand new hole in that oscillator. Looks like our friends got in!

POE

Red Four! Red Six! Cover us!

LT. BASTIAN I'm on it!

ELLO ASTY Roger!

POE

Everybody else, hit the target hard!

Give it everything you got!

And the X-WINGS DIVE and BLAST the OSCILLATOR --

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

Another two X-wings -- including Poe's -- soar through the trench leading to the oscillator structure!

POE

I need some help here! I need some help!

LT. BASTIAN I'm coming in!

JESS Watch out!

ELLO ASTY I'm hit!

The alien pilot's X-wing is blasted to pieces.

POE

All teams - I'm going in! Pull up and cover me!

NIV LEK

Copy that, Black Leader! Good luck, Poe!

The trailing X-wings peel off as Poe's black fighter darts into the fiery breach.

INT. STARKILLER BASE - CONTROL ROOM - NEAR DARKNESS Outside, the SUN ALMOST COMPLETELY GONE -- PULL BACK THROUGH

THE WINDOW TO REVEAL A STARKILLER TECHNICIAN:

STARKILLER TECHNICIAN Weapon at full capacity in thirty seconds.

GENERAL HUX Prepare to fire.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

Poe's X-wing weaves through the breach. A pursuing TIE fighter does not clear the gap, leaving Poe to circle the interior of the unguarded structure, firing volley after volley of torpedoes.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

The remaining X-Wings -- including Poe's -- BLAST the place -and the structure begins to CRATER, deep underground EXPLOSIONS!

EXT. FOREST - NIGHT

Amid the BARE WHITE TREES, ONLY THREE LIGHTSABERS -- LUKE'S BLUE AND GREEN AND REN'S YELLOW-RED -- ILLUMINATE the FLURRIES OF SNOW as LUKE and Kylo Ren BATTLE HARD.

KYLO comes in fast, swinging at LUKES'S head.

LUKE dodges the cut easily. As they fight, it quickly becomes clear that LUKE is the complete swordsman – elegant, graceful, classical – a master of the old style.

Kylo raises her lightsaber. Her lightsaber flashes down and CLASHES against both of Luke's lightsabers! Kylo and Luke stare eyeball to eyeball.

KYLO

You really don't know when to die.

LUKE

I failed you, Maela. I'm sorry.

KYLO

That's your failing, not mine.

LUKE

I won't abandon you to the dark side.

KYLO

That decision doesn't belong to you anymore.

The force and speed of his attack catches Kylo slightly off balance. Luke's lightsabers flash. KYLO draws back, putting a hand to her arm. She takes the hand away and looks at the smear of blood where Luke has nicked her.

KYLO parries and ripostes. It's no contest. LUKE is driven back against the trees.

She seems to be, impossibly, STRONGER THAN SHE IS for half a dozen blows -- until she FINDS HER STRENGTH and FIGHTS BACK -MOVING FORWARD and PUSHING LUKE BACK, into the forest.

Suddenly a COLOSSAL CHUNK OF THE FOREST RIGHT BEHIND LUKE

DROPS AWAY! Luke is suddenly fighting on the EDGE OF A MASSIVE, BRAND NEW CLIFF!

KYLO REN

The Jedi are dead! You're a slave to a dying legacy! The Force failed you!

LUKE The Force failed no one.

Luke closes his eyes for a long beat. When Luke opens them, he is centered, fortified, and he POUNDS BACK, SINGLE HANDED SWIPES, hitting Ren's gnarly, spitting saber with incredible FORCE. It's so fast now, so furious, that Kylo Ren FALLS BACK -- He ATTACKS HARDER!

Ren gets up again but he HITS HER SABER'S HILT -- HER BLADE

GOES FLYING OFF, TUMBLING INTO THE SNOW -- and he SLASHES

AGAIN AND AGAIN AND HITS KYLO REN SQUARE IN THE HEAD AND CHEST. SHE GOES DOWN, SUDDENLY A FEARFUL WOMAN, A LARGE BURN SCAR SLASHED ACROSS HER FACE! She still reaches for her saber.

And he could kill her -- right now, with ONE VICIOUS STRIKE!

But he stops. Realizing he stands on a greater edge than even the cliff -- the edge of the dark side. Besides, how can he kill his daughter?

LUKE

Maela... To Snoke, your nothing. But not to me.

The earth SHAKES. The earth splits. A gully forms.

INT. STARKILLER BASE - CONTROL ROOM - NIGHT

The area where the RALLY was held is now COLLAPSING into a giant sink hole! We WHIP PAN to a YOUNG TECHNICIAN, who watches this out the control room window in horror. He hurries off, passing COLONEL DATOO, who admonihes:

COLONEL DATOO Lieutenant, get back to your station!

YOUNG TECHNICIAN

(stops, fleetingly)

Just look. We won't survive -- even Hux has gone!

As he hurries off, WE HEAR:

GENERAL HUX (V.O.) Supreme Leader.

INT. STARKILLER BASE - ASSEMBLY ROOM - NIGHT

Hux stands before SNOKE'S IMAGE. Relative quiet here, but distant SOUNDS OF DESTRUCTION. Hux tries to keep it togethis but is horrified, heartsick:

GENERAL HUX

The fuel cells have ruptured. The collapse of the planet has begun.

Snoke takes this in. Furious, desolate... knowing.

SNOKE

Leave the base at once and come to me with Kylo Ren. (grim) It is time to complete his training.

EXT. FOREST - NIGHT

Luke turns, runs a hundred feet through the forest to:

ANAKIN and FINN, who lies, near death, not far from where the GROUND FELL AWAY. Luke places his hand on his nephews shoulder. Anakin holds Finn in a hopeful gesture.

ANAKIN

You... You came back...

LUKE

Where's Han?

ANAKIN

He didn't make it...

Tears come to his eyes as he lifts Finn, holds his lifeless body in his arms. Snow flurries around them as he cries, holding this boy who he just met, who he already trusts.

They are left here to die -- nearby MORE TREES DROP as the planet continues to COLLAPSE. And just as it seems like all is lost... His wet eyes look up to see:

LIGHTS RISE FROM THE NEWLY-FORMED CANYON -- IT'S A SHIP WE

KNOW -- IT'S THE MILLENNIUM FALCON -- and its lights ILLUMINATE ANAKIN AND LUKE, WHOSE FACES FILLS WITH HOPE! CHEWIE IS AT THE CONTROLS. He ROARS to them!

EXT. FALCON - NIGHT

Chewie exits the ship.

MOMENTS LATER Chewie CARRIES FINN up the ramp. Anakin hurries with them back into the ship

-INT. FALCON - NIGHT

Chewie carries Finn inside, followed by Anakin.

EXT. SPACE - NIGHT

And we FLY WITH THE FALCON as it leaves the planet -- we can see CHEWIE AND ANAKIN PILOTING, LUKE IN THE PASSENGER SEAT the COLLAPSING PLANET BEHIND US. The Resistance X-wings, led by Poe, follow the Falcon.

INT. X-WING - NIGHT

POE

All teams! I got eyes on them!

SNAP Yes!

The X-wings ROAR OFF, skyward as the MUSIC SOARS, the PLANET IMPLODES -- THE SUNLIGHT IT CONTAINS BURSTS FORTH, and as we get furthis and furthis distance from what was Starkiller Base, we witness the REBIRTH OF A SUN. Light restored to a corner of the galaxy.

The Millennium Falcon and the X-wings RIP THROUGH SPACE, headed home.

POE

Our job's done here. Let's go home!

EXT. D'QAR - DAY

ESTABLISHING SHOT as the Falcon on the landing strip.

EXT. RESISTANCE BASE - DAY

The Falcon has landed among the remaining Resistance ships. Poe is there, watching as Chewie scuttles down the ramp carrying an unconscious Finn. Medical Personnel and Officers, meet them inside.

MEDIC

Easy, easy. He's hurt. We've got a heartbeat.

Anakin walks down the ramp and sees Leia. C-3PO and BB-8 behind him. The crowds are cheering. Anakin is sad, as is Leia

The two move for each other. And Leia takes Anakin's face in his hands. Despite her heartbreak, she is grateful for her son. She embraces Anakin. A mother's embrace.

Anakin holds her tight. Luke steps off the ramp, seeing Leia. As the two leave their embrace, Leia approaches Luke.

He prepares to speak but Leia interrupts:

LEIA

I know what your going to say. I changed my hair.

LUKE

(smiles)

Looks nice that way.

(beat)

Leia... There's a lot of things I have to say...

LEIA

Save it. What happened to Jacen, Jaina, it wasn't your fault. You did everything you could.

LUKE

I have to face him, Leia. I have to face Snoke.

LEIA

All in due time. I've missed you.

They embrace, siblings reunited.

INT. RESISTANCE BASE - DAY

Chewbacca sits quietly, as do many in the base, mourning their losses.

As BB-8 approaches R2-D2, The droids beep at each other.

INT. RESISTANCE BASE - I.C.U. - DAY

A NEW DAY. Finn, unconscious in an I.C.U. POD. His fate uncertain. Anakin and Poe sit with him. Deeply worried. Finally he leans in, close to him. He says, quietly, despite his fear:

ANAKIN

We'll see each other again. I believe that. Thank you, my friend.

POE

You leaving?

ANAKIN

To finish my training.

POE

Training?

Poe stands, appalled.

POE

So, you'll fight with us?

ANAKIN

It's the right thing to do. It's what Dad would have wanted.

Poe hugs him, smiling.

POE

Just like the old days.

EXT. D'QAR - DAY

Chewie does last minute checks of the Falcon. Anakin stands with Leia a beat and then turns to head to the Falcon. As Anakin walks off, he hears Leia call out:

LEIA Anakin.

Anakin turns around.

LEIA (CONT'D) May the Force be with you.

This fills Anakin up. He smiles gratefully. Anakin crosses to the Falcon. Luke steps by Leia, watching Anakin go into the Falcon.

LEIA

What do you think?

LUKE

I think he'll become a far greater Jedi than me.

(beat)

I'll take care of him.

LEIA

He's going to turn the tide in this war.

LUKE

He's the awakening of a new era.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin sits in the pilot seat, Chewie as co-pilot, Luke in the passenger seat. Anakin looks at Chewie compassionately. Anakin FLICKS SWITCHES and --

EXT. D'QAR - DAY

The Millennium Falcon RISES.

Leia, with Poe, BB-8, and C-3PO (with his proper arm replaced), watches the next generation of Jedi begin his journey.

EXT. SPACE - DAY

The Falcon FLIES through space and BLASTS to LIGHTSPEED.

THE END

STAR WARS: THE FORCE AWAKENS

Written By

Lawrence Kasdan J.J. Abrams and Michael Arndt

Rewritten by Tobias R. Draper

Based on characters created by George Lucas

A long time ago in a galaxy far, far away...

STAR WARS

EPISODE VII

THE FORCE AWAKENS

Luke Skywalker has vanished. In his absence, the sinister FIRST ORDER has risen from the ashes of the Empire and will not rest until Skywalker, the last Jedi, has been destroyed.

With the support of the REPUBLIC, General Leia Organa leads a brave RESISTANCE. She is desperate to find her brother Luke and gain his help in restoring peace and justice to the galaxy.

Leia has sent her most daring pilot on a secret mission to Jakku, where an old ally has discovered a clue to Luke's whereabouts...

PAN across the star field to a bright moon. A RUMBLING is

FELT. A VAST STAR DESTROYER -- unlike any we have seen --

HURTLES PAST US, of seemingly endless length, eclipsing the moon. After a long beat, FOUR TRANSPORT SHIPS fly from a hangar. We HOLD ON THEM NOW, as they fly off toward a distant planet. Jakku. MUSIC BUILDS AND WE...

CUT TO BLACK.

A GROWING ROAR of MEAN ENGINES -- gnarled RADIO CALLS, the

SHUDDERING of a ship's hull. Then FLAHES OF LIGHT: for an instant we see a STORMTROOPER -- then BLACKNESS. Then ANOTHER STORMTROOPER, then it's gone.

The FLICKERING CONTINUES until the LIGHTS ARE CONSTANT.

We are in: INT. TROOP TRANSPORT VEHICLE - NIGHT

TWENTY STORMTROOPERS. Holding on at attention, moving to the ship's rhythm, in the tense moments before a raid. A FILTERED COMMAND and they LOCK AND LOAD their heavy blaster rifles. The BRUTAL NOISE is replaced by SUDDEN, SHOCKING QUIET:

EXT. JAKKU VILLAGE - NIGHT

WIDE SHOT of a small, peaceful village. Distant sounds of native animals. A single wind chime.

Suddenly a DROID RISES INTO FRAME, CLOSE: ROUND and SKITTERY, orange and white, this is BB-8.

Focuses on something past camera. He BEEPS -- FAST, MORSE

CODE-LIKE SOUNDS, clearly worried. Moves EVEN CLOSER TO

CAMERA -- is MORE worried -- BEEPS more -- then TURNS AND

ROLLS OFF FAST --

INT. LARGE HUT - NIGHT

CLOSE ON A HAND: a small LEATHIS SACK is placed in the palm.

The hand closes. Another OLDER HAND covers it.

In a primitive HUT, an old explorer, LOR SAN TEKKA, (rugged, kind) has handed the mysterious sack to POE DAMERON (32, in a pilot's jacket). Poe has charisma, a natural spark:

LOR SAN TEKKA

This will begin to make things right. I've traveled too far, and seen too much, to ignore the despair in the galaxy. Without the Jedi, there can be no balance in the Force.

POE

Well, because of you now we have a chance. We've been searching for any clue for sometime now.

LOR SAN TEKKA

I am heartened to see that there is still hope in a time when I thought that only despair maintained the galaxy. If you can find Skywalker, our salvation will not be as far gone as I've long thought it was.

POE

Not all of us have forgotten what they fought for all those years ago.

BB-8 ENTERS FRANTIC, BEEPS. Concerned, Poe turns to Lor San Tekka.

POE (CONT'D) We've got company.

EXT. LARGE HUT - NIGHT

The men exit fast. Poe moves TO CAMERA, raises QUADNOCULARS.

POE'S POV: LIGHTS on the horizon -- approaching ENEMY SHIPS.

POE lowers the quadnocs -- PUSH IN ON HIS UNNERVED EYES. A GROWING, FRIGHTENING THUNDER.

POE

You have to hide.

LOR SAN TEKKA You have to leave. Go!

Poe turns to him. Conflicted. Finally nods, hurries off.

BB-8 follows.

EXT. JAKKU VILLAGE - NIGHT

TRACK FAST with Poe as he and BB-8 hurry through the village, various ARMED VILLAGERS taking position, prepared to defend. EXT. JAKKU VILLAGE - NIGHT

A ROAR of WIND and DUST: the TRANSPORTS LAND. Stormtroopers come out FIRING BLASTERS -- the VILLAGERS FIRE BACK -- many are HIT! EXT. RISE ADJACENT TO VILLAGE - NIGHT

Poe runs to an X-WING fighter, parked at a distance from the village, hidden behind a ROCK OUTCROPPING.

POE

Come on, BB-8! Hurry!

Poe sends BB-8 into the droid socket / co-pilot seat -- he moves to the cockpit -- the CONTROLS COME TO LIFE. As the CANOPY CLOSES, Poe shoots a quick look back: the ENEMY ARRIVES IN THE DISTANCE.

Poe urgently works the controls -- BB-8 BEEPS.

The X-WING LANDING LIGHTS COME ON, ENGINES WHINE TO LIFE! But just then:

Poe's ship is suddenly HIT BY BLASTERFIRE! Poe turns to look: two STORMTROOPERS CHARGE HIS WAY, FIRING!

POE (CONT'D) I see 'em!

BB-8 BEEPS nervously as Poe GRABS HIS CONTROLS and FIRES AT

THEM, using the X-wing's drop-down antipersonnel blaster! The two Troopers are BLOWN AWAY in the large BLAST HITS!

Poe tries to start the ship now, but the ENGINES SPUTTER.

Concerned, he opens his canopy, jumps down, moves to the back of his ship: BAD DAMAGE ON THE REAR ENGINE PANEL. They're in trouble.

EXT. JAKKU VILLAGE - NIGHT

Lor San Tekka moves sadly through the village as STORMTROOPERS wielding FLAME THROWERS destroy structures. Surrendering Villagers are ROUNDED UP. Penned ANIMALS panic.

EXT. RISE ADJACENT TO THE VILLAGE - NIGHT

Back at the X-wing, Poe kneels beneath his ship, pulls from the leathis sack a SMALL, OLD ARTIFACT which he inserts into BB-8 -- the droid's MULTI-READER ENVELOPS it.

POE

You take this. It's safer with you than it is with me. You get as far away from here as you can. Do you hear me?

(BB-8 BEEPS, hesitates)

Find Ani! He's on this dustball somewhere. Now go!

BB-8 watches Poe run off. BEEP-WHINES nervously, then turns and heads off. Turns back once to look at Poe, then ROLLS AWAY. Poe uses his blaster rifle to fire at incoming troopers from cover.

EXT. JAKKU VILLAGE - NIGHT

The Troopers and villagers in battle -- as one Trooper is HIT and goes down. Another -- OUR TROOPER -- KNEELS to help.

The hit trooper raises a torn, bloody glove -- his HUMAN

HAND visible -- and MARKS OUR STORMTROOPER'S MASK WITH BLOOD just before he dies. Our Trooper, stands -- overwhelmed by the battle.

AN IMPOSING SHUTTLE CRAFT -- VERTICAL WINGSPAN 90 FEET TALL -LANDS NEAR THE TRANSPORT VEHICLES.

The shuttle craft door OPENS -- through the wind and smoke,

KYLO REN exits the ship: a TALL, DARK FIGURE, he strides through the chaos toward San Tekka.

A senior Trooper moves to our blood-marked Trooper, and orders him:

SENIOR TROOPER Stay here.

Our Trooper nods.

Kylo Ren stops before the outraged Lor San Tekka, dwarfing him. Only now does it become apparent that Kylo Ren wears a DARK MASK, marked by battle. Inset metal lines reflect FIRE.

KYLO REN

Look how old you've become.

LOR SAN TEKKA

Something far worse has happened to you.

Our blood-marked TROOPER is placed in line with other stormtroopers.

KYLO REN

You know what I've come for.

LOR SAN TEKKA

I know where you come from. Before you called yourself Kylo Ren.

KYLO REN

The map to Skywalker. We know you've found it, and now you're going to give it to the First Order.

Adjacent to the village, Poe enters frame -- sees the Ren/San Tekka exchange continue.

LOR SAN TEKKA

The First Order rose from the dark side... you did not.

KYLO REN

I'll show you the dark side.

LOR SAN TEKKA

You may try, but you cannot deny the truth that is your family.

Suddenly Kylo Ren raises his LIGHTSABER -- IGNITES IT --

PERPENDICULAR SMALLER BLADES AT THE HILT, A UNIQUE BUZZ -YELLOW/RED ENERGY, SPITTING SPARKS AND SMOKE --

KYLO REN You're so right.

And as he RIPS IT DOWN ACROSS SAN TEKKA!

Poe, RUNNING, SEES THIS AND YELLS, AIMS HIS BLASTER AND FIRES AT KYLO REN! Instantly:

Kylo Ren RAISES HIS HAND -- POE'S BLAST FREEZES -- THE BOLT OF ENERGY STRAINING AND VIBRATING IN MID AIR!

Kylo Ren sees Poe, who suddenly CANNOT MOVE, but strains to. He is grabbed by Stormtroopers who drag him past the VIBRATING, FROZEN BLAST, to Kylo Ren.

A Stormtrooper begins a brutal PAT DOWN. Kylo Ren moves closer. Poe just glares. The Stormtrooper KICKS OUT Poe's legs -- he lands hard on his knees.

Kylo Ren kneels to look at Poe.

POE

So who talks first? You talk first?

KYLO REN

The old man gave it to you.

POE

(indicates Kylo's mask)

It's just very hard to understand you with all the...

KYLO REN

(to troopers) Search him.

POE ... Apparatus.

The Troopers roughly pull Poe away. A Stormtrooper begins a brutal PAT DOWN. Kylo Ren moves closer.

Poe just glares as the pat down ends.

STORMTROOPER #1 Nothing, sir.

KYLO REN Put him on board.

Kylo Ren regards the Stormtroopers with the rounded up Villagers, then turns to the CHROME-SKINNED, FEMALE BLACKCAPED HEAD STORMTROOPER, CAPTAIN PHASMA.

CAPTAIN PHASMA Sir, the villagers.

KYLO REN Kill them all.

Phasma nods, steps forward:

CAPTAIN PHASMA On my command!

The Troopers, including OURS, aim at the Villagers.

CAPTAIN PHASMA (CONT'D) Fire!

Poe is roughly PULLED into a transport ship, the ramp LIFTS.

All around our Trooper BLASTERFIRE ERUPTS -- but we're WIDE

ENOUGH to see he ISN'T FIRING. PUSH IN until the FIRING STOPS. All the Stormtroopers SPREAD OUT TO SEARCH -- except ours.

Kylo Ren heads back toward his ship. But then he STOPS.

Feels something. TURNS AND LOOKS AT OUR STORMTROOPER for a

LONG MOMENT. Our Trooper can barely meet his gaze; knows he's doomed.

Kylo Ren then heads off -- passes the FROZEN BLAST, which, after a beat, GOES FREE AND SLAMS INTO A NEARBY STRUCTURE, scaring the hell out of our Stormtrooper.

EXT. EDGE OF JAKKU VILLAGE - NIGHT

A Stormtrooper climbs down from the cockpit of Poe's X-wing, backs away:

STORMTROOPER #2 Nothing here. Go ahead!

Three other Stormtroopers FIRE LASER CANNONS at the X-wing -destroying the ship in a LARGE EXPLOSION.

EXT. OUTSKIRTS OF JAKKU VILLAGE - NIGHT

BB-8 rolls across the sand, looks back: the X-wing FIREBALL.

BB-8, afraid, continues on his own in a mysterious, dark desert. We see a FORM -- an animal, its RED EYES LIFTING from the sand, watching the rolling droid, who just keeps going.

In a WIDE SHOT, we HEAR HIM BEEPING to himself, lonely and frightened.

EXT. SPACE - NIGHT

With the SANDY PLANET OF JAKKU as backdrop, Troop Transports and Kylo Ren's Shuttle approach a massive STAR DESTROYER.

INT. STAR DESTROYER HANGAR - NIGHT

Poe, shackled, is uhered from the transport through the hangar. He is awed by the imposing space.

POE

All right. All right!

Our Stormtrooper passes, moves fast:

INT. TROOP TRANSPORT VEHICLE - NIGHT

Our Stormtrooper enters the dark, vehicle. He removes his helmet. His head comes up and we PUSH IN ON HIS FACE FOR THE FIRST TIME. This is FN-2187. He is 23, likable. But in this moment, terrified, desperate.

After a beat, behind him, CAPTAIN PHASMA enters. FN-2187 knows he's in trouble.

CAPTAIN PHASMA

FN-2187. Submit your blaster for inspection.

FN-2187 Yes, Captain.

CAPTAIN PHASMA

And who gave you permission to remove that helmet?

FN-2187 I'm sorry, Captain.

CAPTAIN PHASMA Report to my division at once.

Phasma heads off. Shattered, FN-2187 replaces his helmet.

CUT TO:

INT. JUNKED VESSEL CORRIDOR - DAY

A metal heet is pulled open to reveal the wrapped up face of A SCAVENGER, perhaps alien, in GOGGLES, FACE MASK and GLOVES. Backpack with a STAFF strapped to it. Uses TOOLS to remove various MECHANISMS from inside the wall. We are in an upside-down, canted CORRIDOR. The Scavenger finds a valuable piece, drops it in a SATCHEL.

Swings the bag back and begins CLIMBING DOWN on a cable, between treacherous WALLS OF MACHINERY, headed to:

INT. JUNKED VESSEL - LARGER SPACE - LATER

Alone and tiny in this massive, sideways wreck, the Scavenger descends, climbing down a two-hundred foot-long cable. LANDS HARD onto rusty metal.

INT. JUNKED VESSEL - ENGINES - DAY

The Scavenger carries the satchel and another large, found piece, over enormous pipes in the vast space, heads through the dust toward a distant SLIT OF SUNLIGHT.

EXT. JUNKED VESSEL ENGINE - DAY

The Scavenger arrives from the darkness and pulls off goggles and gear, revealing the grimy face of a youthful, young MAN. This is ANAKIN SOLO, 19.

He opens his canteen, shakes out the two final drops into his mouth. HITS THE SIDE of the canteen again and again for whatever he can get. CUT WIDE:

Anakin is rendered minuscule, standing at the bottom of an EPIC ENGINE OF A DECAYING, CRAHED STAR DESTROYER -- DISTANT SOUND of his canteen-hitting. He sets his things on a piece of heet metal and sits next to it, sliding down the sand dune.

He RIDES DOWN THE MOUNTAIN OF SAND. WE HOLD FOR A LONG

TIME, looking down, as he recedes from us, toward the distant

SALT FLATS below. Random SCATTERED DEBRIS. His SPEEDER, tiny from here.

Anakin moves to his junker SPEEDER, jumps on, fires the sputtery engine and DRIVES OFF.

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

Anakin races along the desert floor: a GRAVEYARD OF CRAHED SPACESHIPS.

EXT. NIIMA OUTPOST - DAY

Anakin's speeder PASSES us, heading for a dusty, desert town.

Refueling, small trade, scavengers.

CRASH! Anakin's sack carrying his heavy FOUND OBJECTS hits the sand. Working like a tough seaman, Anakin hauls the sack from his speeder toward the town.

EXT. NIIMA OUTPOST - CLEANING TABLE - DAY

TIGHT ON ANAKIN'S HANDS as he SCRUBS CLEAN his day's salvage.

Anakin glances up: he looks at an old woman, also cleaning some salvage.

Anakin watches him, gets lost in the simple moment. A small, passing alien UNDERLING barks something to him in another language. He returns to work.

INT. NIIMA TRADING STRUCTURE - DAY

Anakin looks up to a SERVICE WINDOW: two feet above him, behind a protective screen, is his boss, UNKAR PLUTT (50, blobfish, unclean). He examines his pieces. Then he offers:

UNKAR

What you've brought me today is worth... Hmmm... One quarter portion.

Though disappointed, Anakin barely shows it. He nods thanks.

Unkar pushes through his transfer drawer a SEALED PACKET:

DRIED GREEN MEAT in one section, BEIGE POWDER in another.

He takes it.

He swallows his resentment and heads off.

EXT. NIIMA OUTPOST - DAY

The IMMENSE SETTING SUN against the FLAT TERRAIN. Anakin's SPEEDER races, almost insignificant, across frame.

INT. ANAKIN'S DWELLING - DAY

A SIZZLING SOUND over: A DRIED DESERT FLOWER in a rusty ENGINE PIECE. A rough, stuffed HANDMADE DOLL, made from what looks like orange Rebellion flight suit material and twine.

Anakin's lonely, ramshackle dwelling. Everything reclaimed.

He cooks for one. Does everything for one. He opens the

POWDER, moves to the makeshift WOK, where the GREEN MEAT

SIZZLES. Pours the powder into milky WATER in a tin. Stirs it. It GROWS INTO A LOAF as he puts the meat on an old plate. Grabs the loaf.

EXT. ANAKIN'S DWELLING - DUSK

Anakin sits, eats like a starving child. Every last drop.

Licks the metal plate. Looks out at the horizon. A single silent ship heads off, a shimmering, thin contrail. He wipes his mouth. He reaches around his neck, revealing a necklace with golden dice attached to it. He admires it, as if remembering something.

WIDE SHOT of Anakin sitting, alone and isolated, on the leg of an ANCIENT, FALLEN AT-AT in which he lives.

Then, a distant ELECTRONIC SQUEAL -- instantly he's up, helmet too big, he rips it off. Hears ANOTHER BEEPING SQUEAL. He hurries to his QUARTERSTAFF and runs off.

Anakin climbs a dune. RISE WITH HIS, revealing BB-8, caught in a NET but fighting back, being held by a TEEDO (a small, brutish desert tyrant), who rides a LUGGABEAST. The teedo

YELLS at BB-8, who BEEPS madly, struggling to free himself. Anakin recognizes the droid.

Anakin watches this injustice for a beat, finally YELLING OUT:

ANAKIN

Tal'ama parqual!

The Teedo and BB-8 STOP, GO SILENT, turn to his.

ANAKIN (CONT'D) Parqual zatana!

A half beat and the Teedo YELLS SOMETHING BACK, threatening. BB-8's head swivels to him, then back to Anakin, like watching a tennis match.

Anakin angrily moves to them, pulling a knife from his pouch. Anakin starts CUTTING BB-8 out of the netting. The Teedo freaks out, YELLING. Anakin suddenly stands, turns to the Teedo and says, fiercely:

ANAKIN (CONT'D) NOMA.

The Teedo barks a sort of "AHHHHH!" (As if to say, "GO TO HELL!"), Then heads off on his beast. This prompts BB-8 to start BEEP-YELLING at the departing bully, provocatively.

ANAKIN (CONT'D) Shhhh.

BB-8 quiets instantly. The two watch the Teedo head off.

Finally, BB-8 BEEPS a question. He KNEELS to him.

ANAKIN (CONT'D)

That's just Teedo. Wants you for parts. He has no respect for anyone. What are you doing here, I thought I told you to stay with Poe.

(considers BB-8 for the first time)

The war? Buddy, I left the Republic for a reason. (BB-8 BEEPS)

I said no, BB. I've made a good life here for myself. Seven years has done me well alone. (points to horizon) Niima Outpost is that way, stay off Kelvin Ridge. You can contact the Republic there.

(MORE)

ANAKIN (CONT'D)

Keep away from the Sinking Fields in the north, you'll drown in the sand.

(stands, heads off)

BB-8 starts after his, BEEPS. Anakin stops, his face grows grim; scared.

ANAKIN (CONT'D)

Poe was captured... Wasn't he?

BB-8 awkwardly beeps, looking down to the dune sand.

ANAKIN

BB... Where's Poe?

EXT. STAR DESTROYER - DAY

Three TIE fighters head to the massive ship high above Jakku.

INT. STAR DESTROYER HOLDING CELL - DAY POE, shackled to a chair, BEATEN, wakes up.

KYLO REN

I had no idea we had the best pilot in the Resistance on board. Comfortable?

Through battered lips:

POE Not really.

KYLO REN

I'm impressed. No one has been able to get out of you what you did with the map.

POE

Might wanna rethink your technique.

Kylo Ren says nothing, reaches out to him. Poe flinches in the chair as Kylo Ren reaches for his face, not touching him. Poe is soon in agony, remains in horrible silence --

KYLO REN Where is it?

POE

The Resistance will not be intimidated by you.

KYLO REN Where... is it?

Poe can't take it -- he BEGINS TO SCREAM and we CUT TO:

INT. STAR DESTROYER CORRIDOR - DAY

WHOOOSH! The cell door SLIDES UP. Kylo Ren exits, fierce, confronts GENERAL HUX (34, scary) who awaits him:

KYLO REN

It's in a droid. A BB unit.

GENERAL HUX

Well then. If it's on Jakku, we'll soon have it.

KYLO REN I leave that to you.

EXT. NIIMA OUTPOST - DAY

BB-8 is dropped to the sand.

ANAKIN

Don't give up. He still might show up.

BB-8 BEEPTALKS a question.

ANAKIN (CONT'D)

As much as I want to help, I'll be more trouble than expected. Trust me, its better this way.

He tries to force a smile, but can't, really. He heads off. BB-8 BEEPS... then heads after him.

INT. NIIMA TRADING STRUCTURE - DAY

Anakin stands with BB-8 in front of Unkar Plutt, at his window. He reviews his goods. He glances quickly at BB-8.

UNKAR

These five pieces are worth... Let me see see... One half portion.

ANAKIN

(objects)

Last week they were a half portion each.

He hates him. He leans forward.

UNKAR

What about the droid?

ANAKIN What about him?

UNKAR I'll pay for him.

BB-8 doesn't like this at all. Anakin is awkward, but curious.

UNKAR (CONT'D) Sixty portions.

CLOSE ON HIS. Stunned. Literally hungry for this amount of food, his stomach practically rumbles.

BB-8 sees his interest and BEEPS furiously, not liking this conversation at all.

He looks at Unkar. Looks down at BB-8. Considers it all.

Finally, he hears himself say:

ANAKIN

Sorry... But I built this droid many years ago. He's not for sale. (to BB-8) Come on.

Unkar furious. Anakin, then BB-8, head out. Recovering, Unkar watches his go with dark eyes. He picks up a communicator:

UNKAR

Follow the boy and get that droid.

He SLAMS the service window door SHUT.

INT. STAR DESTROYER HOLDING CELL - DAY

The cell door WHOOHES OPEN -- a STORMTROOPER enters. Poe remains shackled, worse for wear. A TROOPER GUARD here.

STORMTROOPER

Ren wants the prisoner.

TIGHT ON POE, in pain, drained, as the Guard unshackles him.

INT. STAR DESTROYER CORRIDOR - DAY

An exhausted, handcuffed Poe is walked down the corridor by the Stormtrooper, who holds a blaster at Poe's body.

STORMTROOPER Turn here.

Poe turns into a narrow passageway --

INT. STAR DESTROYER NARROW PASSAGEWAY - DAY

Heading down the narrow hall the Stormtrooper stops Poe.

STORMTROOPER

Listen carefully: you do exactly as I say, I can get you out of here.

POE

(coming to) If -- what--?

The Stormtrooper pulls off his helmet: IT IS FN-2187.

FN-2187

This is a rescue, I'm helping you escape. Can you fly a TIE fighter?

POE

You with the Resistance--?!

FN-2187 What?

(that's crazy) No no no! I'm breaking you out.

Can you fly a TIE fighter?

POE

I can fly anything. Why, why are you helping me?

FN-2187

Because it's the right thing to do.

POE

(it hits him) You need a pilot.

FN-2187 I need a pilot.

And Poe, seeing this is for real, smiles a hero's smile.

POE We're gonna do this.

FN-2187

(unsure but hopeful) ... Yeah?

INT. STAR DESTROYER HANGAR - DAY

WIDE SHOT ESTABLISHING the hangar. Find FN-2187, again masked, walking with Poe. By all appearances he's escorting a prisoner. A group of OFFICERS passes in the opposite direction.

FN-2187

Okay, stay calm, stay calm.

POE I am calm.

FN-2187 I'm talking to myself.

(beat) Not yet. Okay, go. This way.

FN-2187 walks quickly toward the far wall -- Poe follows -up the stairs to a two-man SPECIAL FORCES TIE FIGHTER –

INT. TIE FIGHTER - DAY

FN-2187 and Poe (wincing, sore) drop into the back-to-back cockpit. FN-2187 pulls off his helmet as Poe removes his cuffs and jacket, fires up the ship with excitement.

POE

I always wanted to fly one of these things. Can ya shoot?

FN-2187 Blasters, I can!

POE

Okay, same principal! Use the toggle on the left to switch between missiles, cannons, and mag pulse -use the site on the right to aim, triggers to fire!

FN-2187

This is very complicated.

FWOOOOOOM! The TIE FIGHTER LURCHES FORWARD --

POE

I can fix this.

INT. HANGAR SIX CONTROL ROOM - DAY

WIDE: see the ship STRUGGLE TO RISE, CABLES connected to it -PULL BACK FAST to REVEAL we're inside the main control room.

STAR DESTROYER TECHNICIAN

We have an unsanctioned departure from bay two.

WHIP TO a FIRST ORDER COLONEL, who responds:

FIRST ORDER COLONEL Alert General Hux and stop that fighter.

INT. STAR DESTROYER HANGAR - DAY

The TIE Fighter LIFTS OFF from the bay, rips CHARGING cables! Stormtroopers UNPACK and aim MEGABLASTERS.

INT. TIE FIGHTER - DAY

FN-2187 opens fire.

INT. STAR DESTROYER HANGAR - DAY

FN-2187 TEARS UP PARKED TIE FIGHTERS and GUN EMPLACEMENTS

WITH WELL-AIMED, STRATEGIC LASER BLASTS! Hits the CONTROL ROOM!

INT. HANGAR SIX CONTROL ROOM - DAY

THE WINDOWS ARE BLOWN IN BY LASER BLASTS!

INT. TIE FIGHTER COCKPIT - DAY

POE I got it!

EXT. STAR DESTROYER - DAY

The TIE Fighter blasts from the ship --

INT. TIE FIGHTER - DAY

Poe pilots -- amazed, almost enjoying it.

POE

Woooahhh! This thing really moves. All right, we gotta take out as many cannons as we can or we're not gonna get very far!

FN-2187 All right!

POE

I'm gonna get us in position, just stay sharp!

EXT. STAR DESTROYER - DAY

The TIE Fighter ARCS BACK, DIVES THROUGH THE OPENING BETWEEN

THE LEVELS OF THE MASSIVE SHIP, then FLIES DOWN AND BACK, along the ship's belly

-INT. TIE FIGHTER - DAY

Poe flies toward the CANONS --

POE

Up ahead! Up ahead! You see it? I've got us dead centered. It's a clean shot.

FN-2187 Okay, got it.

FN-2187 gets a target, FIRES!

EXT. STAR DESTROYER - DAY

LASERS BLAST from the TIE Fighter -- A SERIES OF CANNONS EXPLODE! Our TIE Fighter SLICES THROUGH the debris!

INT. TIE FIGHTER - DAY FN-2187 YELLS in celebration:

FN-2187

YES! You see that?! DID YOU SEE THAT?

POE

I saw it! Hey, what's your name?

FN-2187

FN-2187!

Poe reacts, this tells him volumes about FN-2187's history.

POE

FN-whaa?

FN-2187

That's the only name they ever gave me!

POE

Well I ain't using it! FN, huh?

Finn. I'm gonna call you Finn!

That all right?

Even in the madness, Finn can't suppress his smile.

FINN

"Finn." Yeah, "Finn", I like that!

I like that!

POE I'm Poe. Poe Dameron.

FINN

Good to meet you, Poe!

POE

Good to meet you too, Finn!

INT. STAR DESTROYER MAIN BRIDGE - DAY

General Hux looks over the shoulder of LIEUTENANT MITAKA, at a console.

LIEUTENANT MITAKA

Sir, they've taken out our turbolasers--

GENERAL HUX Use the ventral cannons.

LIEUTENANT MITAKA

Yes, sir. Bringing them online --

KYLO REN (O.S.) General Hux. Is it the Resistance pilot?

Hux turns: Kylo Ren enters fast, looms large, angry.

GENERAL HUX Yes, and he had help.

(vexed) From one of our own.

PUSH IN ON REN as Hux says:

GENERAL HUX (CONT'D)

We're checking the registers now to identify which Stormtrooper it was.

KYLO REN

... The one from the village. FN2187.

Hux is unnerved that Ren knows -- he chalks it up to Ren's Force ability. Kylo Ren heads off.

LIEUTENANT MITAKA Sir. Ventral cannons hot.

GENERAL HUX Fire.

EXT. STAR DESTROYER - DAY

Massive WARHEAD LAUNCHISS SPIN and FIRE BLASTS toward the TIE fighter, which flies EVASIVE MANEUVERS -- most blasts hit the DEBRIS from the TURBOLASER DESTRUCTION.

The TIE fighter then PULLS A BIG TURN, BACK TOWARD JAKKU, THE SANDY PLANET WHERE POE LEFT BB-8.

INT. TIE FIGHTER - DAY

POE

One's coming towards you. My right, your left. Do you see it?

FINN

Hold on! I see it!

POE Nice shot.

Finn looks up suddenly in alarm --

FINN

Where are you going?

POE

We're going back to Jakku. That's where.

FINN

No no no! We can't go back to Jakku! We need to get outta this system!

NEAR-MISS LASER BLASTS as Poe pilots aggressively.

POE

I got to get to my droid before the First Order does!

FINN What - a droid?!

POE

That's right. He's a BB unit! Orange and white: one of a kind.

FINN

I don't care what color he is! No droid can be that important!

POE

This one is, pal.

FINN

We need to get as far away from the

First Order as we can! We go back to Jakku, we die!

POE

That droid's got a map that leads straight to Luke Skywalker!

FINN

Oh, you gotta be kidding me!!! I--

Suddenly BAM! THEY ARE HIT!

EXT. TIE FIGHTER - DAY

The TIE FIGHTER SPARKS AND SMOKES, SPIRALING out of control toward the surface of Jakku!

INT. STAR DESTROYER MAIN BRIDGE - DAY

Captain Phasma and General Hux stand before a holographic projection detailing FN-2187's service records.

CAPTAIN PHASMA

FN-2187 reported to my division, was evaluated and sent to Reconditioning.

GENERAL HUX No prior signs of non-conformity?

CAPTAIN PHASMA This was his first offense.

A technician checks his readings, reports to General Hux.

TECHNICIAN #1 General. They've been hit.

GENERAL HUX Destroyed?

TECHNICIAN #1

(getting readings)

Disabled. They were headed back to Jakku -- the fighter's projected to crash in the Goazon badlands.

GENERAL HUX

They were going back for the droid -send a squad to the wreckage.

EXT. JAKKU DESERT - DAY

TIGHT ON FINN'S FACE: His EYES OPEN. He goes from unconscious to terrified, fast. He sits up, looks around. CUT BACK WIDE: he sits in the middle of an EPIC DESERT, DUNES FOREVER.

A BLACK CHUTE blows in the wind behind him, scattered debris.

Then he sees, over distant dunes, RISING BLACK SMOKE. He gets up -- moves toward it, calling out:

FINN Poe! Poe!

Finn scrambles over the massive dune to the TIE FIGHTER,

SMOKING AND ON FIRE, small debris around it. He thinks he sees POE'S ARM -- he pulls on it, but it's JUST POE'S JACKET. He throws that off and tries to find a way in -- even a way to LOOK INSIDE, but the smoke and heat make it impossible.

FINN (CONT'D) Poe!!! POE!

Suddenly the ship BEGINS TO SINK -- like it's being CONSUMED

INTO QUICKSAND -- Finn is slipping in too --

FINN (CONT'D) POE!!! POE!!!

It becomes clear fast: if Finn doesn't get away, he's gonna get sucked in too! So Finn scampers away from the TIE FIGHTER as it SINKS INTO THE SAND! We're in the Sinking Fields. A few moments and IT'S GONE. Poe rips his helmet off and unbuckles himself from a torn pilot seat.

POE

FINN!! I'm alright. I'm alright.

Finn's out of breath. Horrified yet, relieved. Then A GIANT EXPLOSION ERUPTS FROM below, SENDING SAND AND DEBRIS EVERYWHERE!

Finn and Poe sees this, disoriented, scared, exhausted and defeated.

EXT. DESERT - DAY

ENDLESS DUNES BEHIND HIM, Finn and Poe walk, Finn removes pieces of his Stormtrooper gear, while Poe uses his FLIGHT JACKET for shade.

EXT. DESERT - DAY

Exhausted, The two continue their trek across the endless, sandy nothingness.

EXT. DESERT - DAY

Finn and Poe, parched and losing hope, walk to the edge of a massive dune, looking out into the epic valley below. Miles ahead: NIIMA OUTPOST.

INT. STAR DESTROYER - BRIDGE - DAY

General Hux and Kylo Ren walk the length of the bridge.

GENERAL HUX

Supreme Leader Snoke was explicit. Capture the droid if we can, but destroy it if we must.

KYLO REN

How capable are your soldiers, General?

GENERAL HUX

(with vitriol) I won't have you question my methods.

KYLO REN

They're obviously skilled at committing high treason. Perhaps Leader Snoke should consider using a clone army.

GENERAL HUX

(you son-of-a-bitch)

My men are exceptionally trained -programmed from birth--

KYLO REN

Then they should have no problem retrieving the droid. Unharmed.

GENERAL HUX

Careful, Ren. That your "personal interests" not interfere with orders from Leader Snoke.

KYLO REN

I want that map. For your sake, I suggest you get it.

Ren heads off. Hux hates him.

EXT. NIIMA OUTPOST - DAY

Sun-scorched and exhausted, Finn stumbles out of the desert into the Outpost. In a heatstroke daze he moves past enormous old SHIP PARTS, MERCHANTS, SCAVENGERS and TENTED STALLS.

FINN

Water... water... water..

He sees a WATER TROUGH where a filthy, slobbering hippo-like creature (a HAPPABORE) DRINKS. Finn moves to it, uses his hands to desperately DRINK the filthy water. After a couple swallows he SPITS IT OUT, disgusted.

FINN (CONT'D) -- Awgh, GAH!

But he's parched and immediately RETURNS FOR MORE.

ACROSS THE MARKETPLACE, ANAKIN kneels with an emphatically BEEPING BB-8.

Just then, TWO of UNKAR'S THUGS approach and stop his. One clearly tells his that they're taking the droid. BB-8 reacts nervously as Anakin resists them -- one pulls a SACK over BB-8 while the other grabs Anakin's arm -- in the tussle, Anakin KNOCKS OVER METAL URNS for sale --

Finn, still drinking, is PUHED OVER by the happabore. He falls to the ground, then turns to look when he HEARS CRASHING. He sees, through the tents, ANAKIN FIGHTING.

He moves UP CLOSER to help this young woman being accosted -but he STOPS when Anakin begins to FIGHT BACK -- scrappy and feral, he KICKS, BITES and HITS. Finn is taken aback as he DEFEATS the attackers, who hit the sand, hard. Finn just watches, stunned. Poe grins.

FINN

You know him?

POE

That's Anakin Solo. An old friend.

FINN

Solo? Like...

Anakin moves to the COVERED BB-8 -- PULLS THE SACK OFF OF HIM.

Finn cannot believe his eyes. IT'S POE'S DROID!

Anakin talks to BB-8, who, nervous now, looks around and...

SEES POE AND FINN! BB-8 STARTS BEEPING like crazy. Then something insane happens: ANAKIN LOOKS AT THEM.

ANAKIN

Poe?

Finn is confused. Poe is racing toward him.

POE

Anakin!

They rush to each other and hug. Finn follows feeling slightly out of place.

POE

How've you been?

ANAKIN

I've been well. Whose this?

Poe grins.

POE

This is Finn. He's with me.

ANAKIN

How's Mom?

POE

She misses you. Havent seen your Dad much though.

ANAKIN

Sounds like him. BB-8 says Mom sent the two of you on a secret mission.

POE

The First Order is after us, especially BB-8.

FINN

Apparently, he's carrying a map to Luke Skywalker and everyone's after it.

ANAKIN

Poe, I cant get involved.

POE

But you can help us find him. You were trained by him, you have every reason to help.

ANAKIN

This is your war, Poe. Not mine.

FINN

You were trained by Luke Skywalker?

ANAKIN

Thats not a topic I discuss.

POE

Anakin...

Finn tilts his head, hearing the small distant ROAR of TIE FIGHTER ENGINES.

ANAKIN (CONT'D)

What is it?

Anakin moves to him, peeks around a tent corner. Now Finn moves to see: at a distance, TWO STORMTROOPERS TALKING TO UNKAR'S THUGS -- who POINT THEIR WAY!

FINN Come on!

Suddenly LASER BLASTS RIP PAST THEM, HIT THE CLEANING UNIT, SPEWING STEAM! MORE BLASTS as they run!

EXT. NIIMA OUTPOST - DAY

Finn, Poe, and Anakin run, the four race, ZIGZAGGING through a maze of tents:

POE

Come on, BB-8!

FINN

We gotta move!

ANAKIN

This is insane! You're going to get us killed! This way!

Now Finn, Poe, and BB-8 follow Anakin -- ANOTHER BLAST just missing them! They disappear through a tent.

TRACK FAST WITH STORMTROOPERS, through the tent maze. They come out of a tent, HAVING MOMENTARILY LOST THEIR TARGET.

STORMTROOPER Call in the air strike!

ANAKIN, FINN, POE AND BB-8 duck into another tent:

INT. NIIMA OUTPOST - TENT - DAY

Anakin, Finn, Poe and BB-8 move through RUSTY WARES and take cover.

Quiet, urgent:

ANAKIN

They're shooting at all of us!

FINN

Yeah, they saw you with me and Poe! You're marked!

ANAKIN

Well, thanks for that!

FINN

Does anyone have blasters around here?!

ANAKIN

(to BB-8) Are you okay?

Finn QUIETS HIM WITH A GESTURE, HEARING SOMETHING.

PUSH IN ON FINN -- whatever he hears alarms him greatly -he GRABS POES AND ANAKINS HAND -- PULLS AWAY --

ANAKIN (CONT'D) What the hell are you doin--!!

EXT. NIIMA OUTPOST - TENT - DAY

Finn pulls Anakin and Poe from the tent -- BB-8 FOLLOWS --

As they race from the tent a TIE FIGHTER SCREAMS INTO VIEW

FROM BEHIND THE TENTS! A SECOND FOLLOWS CLOSE BEHIND. IT

FIRES AT THEM -- A MASSIVE BLAST SENDS ANAKIN, POE, AND FINN FLYING -BB-8 ROLLING!

WIDE SHOT: TWO TIE FIGHTERS SCREAM OVER the town, the EXPLOSION throws sand and debris fifty feet into the air.

Anakin is thrown HARD to the ground -- he is rattled, truly afraid. Then he turns: FINN lies nearby, unconscious. Suddenly afraid, he scrambles to him, rolls him over. BB-8 ROLLS OVER, BEEPING in concern.

POE Hey!

As Finn comes to, he sees him. Through his fog:

FINN -- Are you okay?

And that very question touches him – a true friend.

POE

Yeah.

(extends his hand)

Grateful, Finn takes it. They're off.

ANAKIN

Follow me.

LOCALS run amok as TIE fighters DIVE BOMB. ANAKIN, FINN, POE, and BB8 SPRINT, BLASTER EXPLOSIONS GET CLOSER AND CLOSER!

EXT. NIIMA OUTPOST - SPACEPORT - DAY

Anakin, STAFF strapped to his back, leads the way as he, Finn, Poe, and BB-8 race into the spaceport. Finn glances back: TWO TIE FIGHTERS BANK their return. They YELL:

FINN

We can't outrun them!

Anakin POINTS to a parked, four-engine SHIP ahead:

ANAKIN

We might in that quad-jumper!

POE Are you crazy?!

ANAKIN

Got any better ideas?!

FINN

(indicates one

OFF-CAMERA)

What about that ship?

ANAKIN

That one's garbage!

POE

It's not garbage, it's --

They run for the JUMPER but the passing TIE FIGHTERS FIRE AT IT, BLOWING IT APART IN A HUGE FLAME BALL! Anakin, coming to a quick stop, RIGHT UP TO CAMERA:

ANAKIN (CONT'D) The garbage'll do!

He turns and runs back – Finn, Poe, and BB-8 follow as they all run toward the piece of junk -- and we see it for the first time: THE MILLENNIUM FALCON!

TIE fighters BANK AROUND AGAIN. Finn, Anakin, Poe, and BB-8 run up the ramp of the semi-tarped Falcon.

INT. MILLENNIUM FALCON - DAY

Finn, Anakin, Poe, and BB-8 enter the ship -- he hits a control and the door DESCENDS CLOSED as he races to the cockpit:

ANAKIN

Gunner position's down there!

POE (climbs down)

Y'ever fly this thing?

ANAKIN

You know I have.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin tosses his staff aside, jumps into the pilot's seat, frantically flips switches. BB-8 rolls in behind him as the ENGINES WHINE to life:

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

Finn buckles into the gunner seat -- to his shock the SEAT

WHIPS TO THE LEFT, startling him -- he grabs the controls to steady himself.

FINN Great.

(reacts to seat)

Whoa! I can do this, I can do this--

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin bucks himself up. Doesn't believe his quick words:

ANAKIN

I can do this, I can do this-

POE

Ani, relax. You got me here to back you up. Now let's start this thing.

Anakin pulls the yoke:

THE FALCON ENGINES LIGHT UP BRIGHT!

EXT. NIIMA OUTPOST - SPACEPORT - DAY

The FALCON RISES, WILDLY -- ITS TARPS FLY OFF -- THE SHIP SPINS AND TILTS, SLAMS INTO AND CRUMBLES THE TOWN'S ARCHWAY!

From the tents, Unkar Plutt runs out, SCREAMS:

UNKAR

HEY!!!! THAT'S MIIIIIIINE!!!

The Falcon BLASTS AWAY, two TIE FIGHTERS chase it, fast!

INT. MILLENNIUM FALCON - DAY

Anakin and Poe pilot, headed for the sky!

Finn SWINGS into frame, trying to work the GUNS.

FINN

Whoa! Hey! Oh! Stay low! Stay low!

ANAKIN WHAT?

FINN

Stay low! It confuses their tracking!

For a crazy instant Anakin LETS GO OF THE YOKE, stretches to the co-pilot controls -- THE FALCON CANTS!

ANAKIN BB-8, hold on!

Poe finally REACHES the switches, Anakin returns to the yoke, stabilizing the ship, afraid of this next move.

ANAKIN

I'M GOING LOW!!!

EXT. DESERT - DAY

BEHIND THE FALCON as it DRAMATICALLY BANKS AT AN UPWARD ARC, UPSIDE-DOWN, then SWOOPS PERILOUSLY LOW across the sand.

Two TIE FIGHTERS SCREAM past us!

INT. MILLENNIUM FALCON - DAY

In the cylindrical corridor, BB-8 ROLLS TO THE CEILING!

Anakin looks back for a flash as the TIE Fighters pass -- They are ROCKED BY A BLAST!

POE

What are you doing back there? Are you ever gonna fire back?!

Finn flicks switches -- The GUN TARGETING LIGHTS UP:

FINN

Your fancy flying is making it difficult! Are the shields up?

Poe strains, reaching for something in the co-pilot seat.

POE

The shields are fried! Anakin, what'd you do to this thing?

ANAKIN

I kinda drained the shield converters when I came here.

POE

Kinda?

Finn finally FIRES BACK at the two TIE FIGHTERS!

EXT. DESERT - DAY

Finn's shots MISS. The TIE FIGHTERS ARC BACK IN PURSUIT and SCREAM PAST US toward the Falcon! Both TIES FIRING!

INT. TIE FIGHTER COCKPIT - DAY The BLACK-SUITED PILOT FIRES at the Falcon.

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY The Falcon is ROCKED by another BLAST!

FINN

We need cover, quick!

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin HITS SWITCHES, pilots the best he can:

ANAKIN

We're about to get some!

POE

I hope you know what you're doing.

ANAKIN

You and me both. Pull that switch.

EXT. DESERT - DAY

The Falcon speeds through a ROCK FORMATION, GRAZING THE ROCK, TAKING OUT A CHUNK -- the two TIE Fighters in pursuit, FIRING!

The Falcon BANKS SO HARD, the edge of the ship RIPS A LINE IN THE SAND as it turns, REVEALING THE SHIP GRAVEYARD AHEAD.

INT. MILLENNIUM FALCON - DAY

BB-8 EXTENDS MAGNETIC CABLES to brace himself in a corridor.

Finn continues to fire at the TIE fighters, narrowly missing them.

FINN Damn it!

Anakin and Poe maneuver the ship deeper into the graveyard.

INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

Finn SWOOPS into frame, FIRES --

FINN Come on... come on...

\-- HITS AND SHATTERS the TIE FIGHTER!

POE

Nice shot!

FINN

I'm getting pretty good at this!

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

The TIE FIGHTER CRAHES amid the DEBRIS, THREE SCAVENGERS instantly there to consume the new bounty.

The Falcon, pursued by the ONE REMAINING TIE FIGHTER, slaloms through the MASSIVE WRECKAGE, GRAZING THE OLD SHIPS as he goes, pieces flying.

The TIE FIGHTER FIRES -- HITTING THE FALCON'S LOWER TURRET, SPINNING IT, JAMMING IT INTO FORWARD POSITION! INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

ALARMS BLARE --

FINN

The cannon's stuck in forward position, I can't move it! You gotta lose 'em!

INT. MILLENNIUM FALCON - COCKPIT - DAY

The ship is HIT AGAIN -- afraid, Anakin's mind races as he scans the area -- and gets an idea.

ANAKIN

Get ready!

FINN

Okay! For what?

ANAKIN

Poe, remember that time on Malastar?

POE

Ohhhhh, yeah I do.

ANAKIN

Let's do this.

EXT. DESERT - SPACESHIP GRAVEYARD - DAY

Anakin pilots the ship up AND INTO THE REAR OF A CRAHED SUPER STAR DESTROYER! The final TIE FIGHTER FOLLOWS!

INT. MILLENNIUM FALCON - DAY

Finn peers out the window, realizing where they are:

FINN

ARE WE REALLY DOING THIS?!

INT. WRECKED SUPER STAR DESTROYER - DAY

The two ships slalom debris inside the giant ship -- the Falcon GRAZING ONE SIDE, THEN THE OTHER, SPITTING SPARKS!

INT. MILLENNIUM FALCON - DAY

Anakin, scared, girds himself as he quickly runs out of space in the wreck.

ANAKIN

POE! DO IT NOW!

Just as the TIE PILOT GETS A LOCK, POE YANKS THE YOKE --

EXT. DESERT - SPACESHIP GRAVEYARD – DAY

The Falcon makes a HARD RIGHT TURN out of the Destroyer.

Anakin then CUTS POWER AND FLIPS THE SHIP SO BACK FACES FRONT!

FINN CAN NOW SEE THE PURSUING TIE FIGHTER! He FIRES, DESTROYING IT!

ANAKIN GUNS THE ENGINES again, FLIPS THE FALCON and FLIES AWAY as the TIE FIGHTER CRAHES!

FINN Whooo!

The Falcon ROARS OFF, victorious, leaving the ship graveyard and disappearing into the clouds.

EXT. SPACE - DAY

The Falcon ROARS from Jakku off to space.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin and Poe excitedly unbuckle their seatbelts and hurry back.

INT. MILLENNIUM FALCON - CORRIDOR - DAY

Anakin and Poe race past BB-8, who is RETRACTING his safety restraints.

Finn, adrenalized, climbs from the turret, meets Anakin and Poe in the corridor, the LOUNGE in the b.g..

ANAKIN/POE

FINN

Good shooting! Thanks! I--

Now that was some

I don't know! -- I've flying! How did you

flown some ships but I've- do that?! No one

trained you? No one.

Your last shot was dead

That was amazing!

You got him with one

(beat) blast!

You set me up for it!

(laughs)

(cocky)

It was perfect! That was pretty good.

They're just staring at each other now, seeing something odd and weird and wonderful -- three people in joy and camaraderie.

Bb-8 BEEPS something urgent -- he turns to the droid, kneels.

ANAKIN (CONT'D)

You're ok, BB.

We're going to get you home.

(to Finn) We didn't have a proper introduction. I'm Anakin.

FINN

Finn.

They JUMP: across the lounge, STEAM BURSTS from under the grating.

ANAKIN

Help me with this! Quick!

They hurry to the grating, PULL IT UP together. BB-8 rolls over, watches.

FINN

Whoa! What's going on?

He goes below as BB-8 BEEPS concern.

EXT. SPACE - DAY

The First Order Star Destroyer above Jakku.

INT. STAR DESTROYER BRIDGE - DAY

Lieutenant Mitaka moves to Ren, who looks out across the star field. Mitaka swallows, uneasy with his task.

LIEUTENANT MITAKA

Sir. We were unable to acquire the droid on Jakku.

Ren turns to look at him, he says nothing.

LIEUTENANT MITAKA (CONT'D)

It escaped capture aboard a stolen Corellian YT model freighter.

KYLO REN

The droid... stole a freighter?

LIEUTENANT MITAKA Not exactly, sir. It had help.

Ren says nothing. Which says everything. Mitaka sweats.

LIEUTENANT MITAKA (CONT'D)

We have no confirmation, but we believe FN-2187 and the Resistance pilot may have been helped in the escape--

Ren IGNITES HIS LIGHTSABER, TURNS AND SLAHES AT THE CONSOLE BEHIND HIM! HOLD ON Mitaka, who reacts, looks away -- winces. The horrible SOUNDS of Ren's rage continues. Finally Mitaka looks up. The metallic wall behind Ren is RIPPED with glowing scars.

KYLO REN Anything else?

Mitaka hates to say the following, but:

LIEUTENANT MITAKA

The two were accompanied by a boy.

Ren reaches out -- Mitaka is suddenly, violently PULLED TOWARD REN, into his black glove:

KYLO REN What boy?

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

Anakin's head POPS up from under the grating, surrounded by STEAM. An EMERGENCY ALARM BLARES.

ANAKIN

It's the motivator! Grab me a Harris wrench -- check in there!

As he checks a storage box, he disappears down below, overwhelmed by the technical issues --

FINN How bad is it?!

POE

If we wanna live, not good!

BB-8 watches as Finn searches A SELECTION OF TOOLS:

FINN

They're hunting for us now, we gotta get outta this system!

Anakin re-emerges, Finn hands his the wrench.

ANAKIN

BB-8 said the location of the

Resistance Base is "need to know" -if I'm taking you there, I need to know!

FINN (Throws a tool) This?

He catches it and goes under again, leaving Finn and BB-8 alone. He contemplates telling his the truth. This is his moment. But instead he knees to BB-8, says quietly, urgently:

Anakin pops up again:

ANAKIN

Pilex driver, hurry!

Finn moves for the tool.

ANAKIN (CONT'D) So where's your base?

He and Poe look to BB-8 -- who considers the whole situation, then BEEPS.

ANAKIN

The Ileenium system?

Finn hands him the tool, surprised but thrilled -- Anakin disappears below again.

POE

The Ileenium system, get us there as fast as you can.

A smiling Finn gives BB-8 a THUMBS UP. BB-8 quickly extends his WELDING TORCH and TURNS IT UPWARD, then retracts it.

ANAKIN

I'll drop you two at Ponemah Terminal. I need the bonding tape, hurry!

FINN

(searching for tape) What about you?

ANAKIN

I gotta get back to Jakku!

FINN

(loses his mind)

BACK TO JAK--?! Why does everyone always wanna go back to Jakku?! !

ANAKIN

No, that one! No. No. The one I'm pointing to! No. NO. NO. If we don't patch it up, the propulsion tank will overflow and flood the ship with poisonous gas!

Bb-8 has moved to Finn -- TIPS HIS HEAD, shows him the tool.

He throws his the tape, he disappears below:

FINN This?

ANAKIN Yes!

FINN

Hey. Anakin. You're a pilot -- you can fly anywhere! Why go back?!

The STEAM and ALARM STOP as Anakin pops up, annoyed:

ANAKIN

None of your business, THAT'S WHY!

But then: ALL THE SHIP POWER GOES OUT. BB-8 is nervous.

POE

... That can't be good.

ANAKIN

(heads off)

\-- No it can't be --

FINN FOLLOWS ANAKIN TO:

INT. MILLENNIUM FALCON - COCKPIT - DAY

They plop into the seats, in a panic. He checks the dead instrumentation panel:

ANAKIN

Someone's locked onto us -- all controls are overridden.

Finn quickly, awkwardly climbs up, looks out.

ANAKIN (CONT'D) Get off. Get off! See anything?

FINN ... Oh no.

EXT. SPACE - DAY

The Millennium Falcon, powerless, is a sitting duck.

SOMETHING EPIC appears from ABOVE: THE ANTENNA ARRAY IS THE

FIRST WE SEE OF A MASSIVE FREIGHTER, ITS GIANT HANGAR OPEN LIKE A HUGE MOUTH WHICH SWALLOWS THE FALCON LIKE A WHALE!

INT. MILLENNIUM FALCON - COCKPIT - DAY Finn PLOPS into his seat, horrified.

FINN

It's the First Order.

ANAKIN

What do we do-- there must be something --

Finn's mind races -- then:

FINN

You said poisonous gas --

ANAKIN

\-- Yeah, but I fixed that --

FINN

Can you unfix it?

Anakin stares at him -- and gets his plan! They head off --

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY The GAS MASKS hanging in the lounge are GRABBED.

Finn and Anakin, gas masks on, quickly climb into the open grating area.

ANAKIN C'mon BB-8.

They help BB-8 down, too: they both struggle like crazy, he weighs a TON.

FINN I got it.

ANAKIN Oooh...

FINN

I'm okay. BB-8 get off me...

UNDER THE GRATING Finn pulls the grating over them as Anakin works on the controls.

ANAKIN

You think this'll work on the Stormtroopers?

FINN

Yeah. Their masks filter out smoke, not toxins.

LIGHTS COME ON! SOUND of the SHIP RAMP LOWERING! Finn PULLS THE GRATING CLOSED as he says:

FINN (CONT'D) Hurry!

ANAKIN

I'm hurrying!

Suddenly the FALCON DOOR OPENS -- AND HAN SOLO AND CHEWBACCA BOARD THE FALCON, weapons at the ready. PUSH IN ON THEM, ready for combat, operating silently, with hand signals only.

HAN

Chewie, we're home.

Han gives Chewie a nod to check out the ship. Chewie heads off one way, Han in another.

The grating above LIFTS OFF -- hands in surrender, they look up at Han, who's training his blaster on them, threatening. They're SCARED.

HAN (CONT'D)

Anakin?

ANAKIN

...Hey, Dad...

HAN The hell you doing here? Where are the others?

Chewie MOAN-TALKS. Anakin responds to him --

ANAKIN

We're the only ones on board.

FINN

You can understand that thing?

HAN

And "that thing" can understand you too, so watch it. Come on outta there.

They climb up -- BB-8 uses his magnetic arm to quickly pull himself out.

HAN (CONT'D) Where'd you disappear to all those years ago?

ANAKIN Niima Outpost.

HAN

Jakku?! That junkyard?

FINN

Thank you! Junkyard!

HAN

(to Chewie)

Told ya we should've double-checked the Western Reaches!

(to Anakin)

You stole my ship.

ANAKIN

Well, I learned from the best.

HAN

Enough of that smart mouth of yours. Han Solo just stole back the Millennium Falcon for good.

Han walks away, takes in the ship: it's his again. Doesn't see that Anakin is frustrated. His back to all of them, he smiles.

Chewie responds as Han heads toward the cockpit.

FINN

This is the Millennium Falcon? You're

Han Solo?

HAN I used to be.

FINN

Han Solo? The Rebellion General? He's your father?

ANAKIN

Yep.

FINN

(to Chewie)

Wasn't he a war hero?!

Chewie replies: "Yeah, I guess, kinda..." Anakin calls out:

FINN

This is the ship that made the Kessel Run in fourteen parsecs...!

INT. MILLENNIUM FALCON - COCKPIT - SAME Han enters the cockpit.

HAN

Twelve! Fourteen.

A moment of private joy. Then he sees something that ANNOYS him:

HAN (CONT'D) Hey! Some moof-milker put a compressor on the ignition line!

Han moves to the corridor.

INT. MILLENNIUM FALCON - LOUNGE AREA-DAY

ANAKIN

Yeah, a guy on Jakku fiddled with it. I thought it was a mistake too, puts too much stress on the hyperdrive--

HAN

(overlapping his)

\-- Stress on the hyperdrive-(Han grins. Then:) So, you still know the mainframe?

ANAKIN

Of course I do. You wouldn't let me pilot it unless I learned every inch of the place.

POE

Han, We need your help.

HAN My help?

ANAKIN

BB-8 has to get to the

Resistance base as soon as possible!

FINN

He's carrying a map to Luke Skywalker.

Yup: Han stops in his tracks.

FINN (CONT'D)

You are the Han Solo that fought with the Rebellion. You knew him.

The mention of Luke has really hit Han. He turns to Finn.

HAN

Yeah, I knew him. I knew Luke.

Suddenly: a distant, METALLIC KA-CHUNK!

HAN (CONT'D)

Don't tell me a Rathtar's gotten loose--

Han hurries out -- they all follow, (Chewie, Anakin, Finn, Poe, then BB-8), Finn with WILD CONCERN:

FINN

Wait -- a what?! Did you just say Rathtars? Hey!

INT. CARGO SHIP - HANGAR - DAY

The Falcon is parked in this giant freighter's hangar. Han moves to a CONTROL PANEL, they all follow him.

FINN

You're not hauling Rathtars on this freighter, are you?

HAN

I'm hauling Rathtars.

On the CONTROL PANEL: IMAGES ON SCREENS FROM ALL AROUND THE

SHIP. Including the EXTERIOR, where a TRANSPORT SHIP is LANDING ON THE FREIGHTER. Han is fearful.

HAN (CONT'D)

Oh great. It's the Guavian Death Gang -- they must've tracked us from Nantoon.

Han heads off as:

POE

What's a Rathtar?

INT. CARGO SHIP - CARGO CONTAINER CORRIDOR - DAY

Han leads our group down a LONG NARROW HALL lined with cargo containers.

HAN

They're big and dangerous...

FINN

Y'ever heard of the Trillia Massacre?!

POE No.

FINN Good.

They turn a corner:

HAN

I got three of 'em going to King Prana.

FINN

THREE?! How'd you get them on board?

HAN

I used to have a bigger crew.

Chewie GROAN-TALKS, concurring.

CUT TO: LOOKING UP AS A HATCH OPENS IN THE FLOOR. HAN AND CO. ARE THERE.

HAN

Get below deck and stay there until

I say so -- don't even think about taking the Falcon.

ANAKIN

What about BB-8?

HAN

He stays with me -- until I get rid of the gang, then you can have him back and be on your way.

FINN

What about the Rathtars... where are you keeping them?

A TERRIFYING BAM: a GROTESQUE RATHTAR GIANT TONGUE SLAMS into the CARGO CONTAINER window behind Finn, whose heart stops.

HAN There's one.

ANAKIN

What are you gonna do?

HAN

Same thing I always do: talk my way out of it.

(Chewie MOAN-TALKS)

Yes, I do. Every time.

INT. CARGO SHIP - NARROW CORRIDOR - DAY

A PORTAL opens. The GUAVIAN DEATH GANG enters. One man in a SUIT (BALA-TIK), and five SECURITY SOLDIERS in badass UNIFORMS with ROUND-FACE HELMETS. They turn into and stop at one end of the corridor. Han, Chewie and BB-8 forty feet away in the middle of the long hall.

BALA-TIK Han Solo. You are a dead man.

Han smiles innocently, friendly. BB-8 nervously looks back and forth at the gang, and Han.

HAN

Bala-Tik. What's the problem?

BALA-TIK

The problem is we loaned you fifty thousand for this job.

INTERCUT WITH:

INT. CARGO SHIP - BELOW FLOOR GRATING - DAY They look up, trying to get a view. Anakin rolls his eyes in a "typical dad" manner

POE

Can you see them?

FINN No.

They start crawling down the crawl space.

BALA-TIK

I heard you also borrowed fifty thousand from Kanjiklub.

HAN

You know you can't trust those little freaks! How long've we known each other?

Anakin, Poe, and Finn arrive under the gang. They WHISPER:

ANAKIN

They have blasters...

POE A lot of 'em.

We RISE THROUGH THE FLOOR to see the GANG and Han and company in the distance.

BALA-TIK

The question is how much longer will we know each other? Not long. We want our money back now.

(CONTINUED)

CONTINUED:

HAN

Ya think hunting Rathtars is cheap? I spent that money.

BALA-TIK

Kanjiklub wants their investment back, too.

HAN

I never made a deal with Kanjiklub!

BALA-TIK

Tell that to Kanjiklub.

The SOUND of a PORTAL OPENING. Han's face GOES WHITE as he turns to the OTHER END OF THE CORRIDOR, where KANJIKLUB MEMBERS APPEAR. A GANG in a MEDIEVAL BANDITO style.

Han smiles uncomfortably at the Kanjiklub members. Its LEADER, TASU LEECH, out front. Han tries to play it off:

HAN

Tasu Leech. Good to see you. Tasu speaks an alien language, we SUBTITLE:

TASU LEECH

Wrong again, Solo. It's over for you.

Tasu COCKS HIS WEAPON, there for blood. BB-8 is nervous.

Finn, Poe, and Anakin react to the sounds of the new gang -- start CRAWLING BACK the other way to see them.

HAN

Boys. You're both gonna get what I promised! Have I ever not delivered for you before?

BALA-TIK Yeah.

TASU LEECH Twice!

Han realizes he's right. Anakin smirks, trying not to chuckle.

HAN

What was the second time?

BALA-TIK

Your game is old. There's no one in the galaxy left for you to swindle.

TASU LEECH Nowhere left for you to hide.

BALA-TIK

That BB unit... the First Order is looking for one just like it. And three fugitives.

Finn, Poe, and Anakin SUDDENLY STOP CRAWLING, tense.

BB-8 hides behind Han's leg. PUSH IN ON Han as he realizes:

Finn, Anakin, and Poe are in real trouble.

HAN

First I've heard of it.

Below the grating, Finn and Anakin look at each other, afraid.

Above, another Kanjiklubber (RAZOO QIN-FEE) says (SUBTITLED):

RAZOO QIN-FEE Search the freighter.

One of the Kanjiklubbers begins moving down the corridor, AIMING A FLASHLIGHT DOWN BELOW, searching for:

FINN AND ANAKIN, in a QUIET PANIC BELOW: THEY START CRAWLING FAST in the opposite direction they came.

Anakin crawls off fast, Finn follows. They quickly arrive at a JUNCTION BOX AREA, Anakin looking at the controls.

POE

Wait wait wait wait. If we close the blast doors in that corridor, we can trap both gangs!

FINN

Close the blast doors from here?

ANAKIN

Resetting the fuses should do it.

Anakin begins RESETTING the FUSES, SPARKS shooting from them as they do. Finn quickly joins in.

Anakin and Poe FINISH resetting the fuses boxes. Anakin smiles optimistically. Finn looks hopeful.

DOWN AN EMPTY ROW OF LARGE CONTAINERS, which OPEN -- and a GIANT RATHTAR -- an ENORMOUS, FIERCE AND RAVENOUS LAND OCTOPUS -SLITHISS OUT OF ITS CAGE!

BACK UP TOP as BANKS OF LIGHTS BEGIN GOING OFF, ONE BY ONE.

The GANGS look around.

Han's eyes go wide -- he gets it -- and it's bad. QUIETLY:

HAN

... I got a bad feeling about this...

Suddenly all the LIGHTS COME ON AGAIN -- even down below,

where Anakin realizes it hasn't gone as planned.

ANAKIN

Oh no.

FINN Oh no, what?

ANAKIN

(pale) Wrong fuses.

IN ANOTHER CORRIDOR, BACK WITH THE GANGS:

BALA-TIK

Kill them! And take the droid!

The gangs AIM THEIR WEAPONS JUST AS A RATHTAR APPEARS BEHIND

THE GUAVIAN DEATH GANG, GRABBING TWO MEMBERS! THE OTHERS SCREAM AND RUN! The gang FIRES BACK -- BLASTS FLY!

Han and Chewie react, flinching -- then turn to Kanjiklub as a RATHTAR APPEARS BEHIND THEM, ROARING DEAFENINGLY! The Gang turns -- others run, FIRE AT IT.

INT. CARGO SHIP CORRIDOR A - DAY

Han, Chewie and BB-8 race down the hall -- A MEMBER OF THE

KANJIKLUB GANG comes around the corner. Han PUNCHES him with one blow, throws him toward the Rathtar. They keep steppin...

INT. CARGO SHIP - BELOW FLOOR GRATING - DAY

Anakin, Poe, and Finn hurriedly crawl through the space below decks.

FINN

This was a mistake!

ANAKIN Huge!

INT. CARGO SHIP CORRIDOR A - DAY

Two Guavian Death Gang members run through the ship -- passing Tasu Leech, who sees another Kanjiklub member down the corridor -- who gets GRABBED BY A TENTACLE! Tasu tries to help him, but he gets PULLED UP AND AWAY! Tasu hears a distant terror-scream of a Rathtar, and runs the other way. Other Kanjiklub members YELL at him to avoid that direction -they all turn a corner -- a RATHTAR IS THERE AND GRABS THE TWO OTHERS! Tasu FIRES at the beast and RUNS OFF -- and we land on a FLOOR HATCH, which opens. Anakin and Finn climb out, quickly.

They turn a corridor --

POE

What do they look like?

Another corner -- and GANG MEMBERS ARE BATTLING A HORRIBLE RATHTAR! Anakin COVERS HIS MOUTH.

FINN

They look like that.

The three yank away from the scene. They race around another corner -- a RATHTAR IS THERE!

FINN (CONT'D) This way!

ANAKIN

Are you sure?

They scream and run off -- but Finn is GRABBED, PULLED AWAY FAST!

ANAKIN (CONT'D) FINN!

But the Rathtar's fast and TURNS A CORNER, losing Anakin --

FINN ANAKIN! POE!

INT. CARGO SHIP CORRIDOR E - DAY

TIGHT ON FINN as he's being yanked down the hall, SCREAMING as he struggles to get loose! Anakin turns the corner -- Finn is gone -- nowhere to be seen.

POE FINN!!!!

Without Finn, Poe is instantly distraught – but Anakin closes his eyes, raising his left hand up feeling and sensing the screams of Finn along with the snarls of the the Rathtar. As if in a trance; THE FORCE -and there's Finn, being dragged by a Rathtar toward an OPEN BLAST DOOR. Anakin clenches his fingers together.

INT. CARGO SHIP CORRIDOR B - DAY

The BLAST DOOR INSTANTLY CLOSES ON ONE OF THE RATHTAR'S

TENTACLES! It SCREAMS IN PAIN, ITS SEVERED TENTACLE STILL WRAPPED AROUND FINN'S LEG! Finn scrambles up, desperately shaking the sticky tentacle off his leg!

Anakin and Poe arrive, running to Finn, beaming to see him alive -- he is adrenaline-ruhed, in shock:

POE Finn!

FINN

It had me! But the door--!

ANAKIN That was lucky!

ANOTHER CORRIDOR – Finn, Poe, and Anakin run towards the Falcon.

INT. CARGO SHIP CORRIDOR D - DAY

Han, Chewie and BB-8 take cover, Han exchanging BLASTER FIRE with GANG MEMBERS AT THE OTHER END OF THE HALL.

HAN

I got the door. Cover us!

Chewie GROAN-AGREES. Chewie FIRES DOWN THE HALL as Han CROSSES THE CORRIDOR, BB-8 following nervously. As Chewie exchanges blaster fire, Han works the controls.

THE HATCH OPENS (FALCON in the distance) -- just as CHEWIE IS HIT IN THE SHOULDER BY ENEMY FIRE! He goes down with a LOUD GROAN!

HAN (CONT'D) Chewie! You okay?

Han GRABS CHEWIE'S BOWCASTER, FIRES at the DOOR CONTROLS, BADASS!

HAN (CONT'D)

(looks at bowcaster)

Wow. Come on! Come on!

INT. CARGO SHIP HANGAR - DAY

Run with Finn and Anakin as they turn into the hangar, toward the Falcon. Han helps WOUNDED CHEWIE up the ramp, sees them.

ANAKIN Han!

Finn, Poe, and Anakin race past BB-8 -- as they go up the ramp, Han says to Anakin:

HAN

You, close the door behind us!

(to Finn)

You take care of Chewie!

Han and Anakin race up the ramp as Finn and Poe head up with Chewie, who SCREAMS WILDLY IN PAIN!

INT. MILLENNIUM FALCON - COCKPIT - DAY

Han stands at the navicomputer, hitting switches. Anakin enters fast, moves past him to Chewie's seat.

HAN

Hey, where are you going?

ANAKIN

I had to install a fuel pump too -- if we don't prime that we're not going anywhere.

HAN

I should have never taught you how to fly.

Han sits as, Anakin hitting buttons:

ANAKIN

At least I'm not scamming gangs out of their blood money.

HAN

What'd I say about that smart mouth?

ANAKIN

Oh, suddenly now you want to play "Dad".

IN THE LOUNGE, CHEWIE IS IN PAIN --

INT. MILLENNIUM FALCON - COCKPIT - DAY Han and Anakin in the seats:

HAN

Watch the thrust, we're goin' out of here at lightspeed --

ANAKIN

(shocked)

From inside the hangar? Is that even possible?

HAN

I never ask that question until after I've done it.

ANAKIN

God, I hate when you say that.

A RATHTAR JUMPS ONTO THE WINDSHIELD -- ANAKIN JUMPS! Its

GIANT MOUTH CHEWING AT THE GLASS! Han works the controls:

HAN (CONT'D)

This is not how I thought this day was gonna go -- angle the shields -Hang on back there!

IN THE LOUNGE, Chewie is in pain -- Finn going through a first aid kit -- the ship is HIT again – Poe holds Chewie down.

POE

(huge problem) No problem!

INT. CARGO SHIP - HANGAR - DAY

Three GANG MEMBERS race out here and FIRE AT THE FALCON -hitting FUEL LINES, BLASTING THE SHIP HARD! The ship is hit.

INT. MILLENNIUM FALCON - COCKPIT - DAY

HAN

Come on baby, don't let me down!

He hits a switch -- but NOTHING.

HAN (CONT'D) What?!

But Anakin reaches over, hits a switch, matter-of-factly.

ANAKIN Compressor.

Han doesn't like it but he's right -- he hits the switch again and the HYPERDRIVE FIRES! The hangar is FILLED WITH LIGHTSPEED BLAST as the ATTACKING GANG MEMBERS ARE BLASTED BACK LIKE DRY LEAVES. In the cockpit the RATHTAR RIPS AWAY as THE STARS STRETCH LIKE ELASTIC and we CUT TO:

EXT. CARGO SHIP - DAY

Camera ROTATES as the Falcon DISAPPEARS IN A STREAK, leaving the cargo ship behind.

INT. CARGO SHIP - DAY

PUSH IN on a HANGAR DOOR where Bala-Tik arrives at the window, SEETHING. Makes a CALL:

BALA-TIK

Inform the First Order that Han Solo has the droid they want. And it's aboard the Millennium Falcon.

EXT. STARKILLER BASE - DAY

A pair of TIE fighters roar towards a magnificent PLANET, frozen WHITE. This is the STARKILLER BASE, a natural planet that has been hacked and modified into something sinister. Over this we HEAR a DEEP, almost SOOTHING VOICE. A voice very much in control, of power:

SNOKE (V.O.)

The droid will soon be delivered to the Resistance...

INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT

KYLO REN and General Hux in a dark space, looking UPWARD at someone addressing them.

We're in a massive and dark ASSEMBLY ROOM. Hundreds of DESKS in a stadium arc, focused on a platform where we see SUPREME LEADER SNOKE. Not entirely human, at nearly twenty-five feet tall. All of him a STONY GANAKIN. Old, wounded, fragile and powerful, all at the same time.

SNOKE

... Leading them to one of the last Jedi. If Skywalker returns, the new Jedi will rise.

GENERAL HUX

Supreme Leader, I take full responsibility for th--

SNOKE

General! Our strategy must now change.

GENERAL HUX

The weapon. It is ready. I believe the time has come to use it. We shall destroy the government that supports the Resistance, the Republic.

Without their friends to protect them, the Resistance will be vulnerable, and we will stop them before they reach Skywalker.

Snoke considers. Almost seems to die for a moment. Then:

SNOKE

Go. Oversee preparations.

GENERAL HUX Yes, Supreme Leader.

General Hux, proud, cocksure, exits. Kylo Ren watches him go. Snoke SITS. A new intimacy in his voice.

SNOKE

There's been an awakening. Have you felt it?

KYLO REN Yes.

SNOKE

There's something more. The droid we seek is aboard the Millennium Falcon. In the hands of Han Solo.

Kylo Ren reacts with subtle, but real, surprise.

KYLO REN He means nothing to me.

SNOKE

Even you, master of the Knights of Ren, have never faced such a test.

KYLO REN

(steely resolve)

By the grace of your training, I will not be seduced.

SNOKE

We shall see. We shall see.

A gentle, satisfied nod from Snoke, and Kylo Ren, obsessed, filled up, exits. Snoke watches him disappear, a grotesque evil SMILE growing -- as he DISINTEGRATES -- Snoke has been a HOLOGRAM all along.

EXT. LIGHTSPEED SPACE - DAY

RACING with the Falcon through the STRINGLIGHT of lightspeed.

INT. MILLENNIUM FALCON - DAY

CHAOS: INTERCUT between the COCKPIT where Han and Anakin pilot,

ALARMS SOUNDING, problems everywhere, and the LOUNGE where CHEWIE YELPS as Finn nervously works to BANDAGE HIS SHOULDER.

SPARKS!

HAN

Electrical overload!

ANAKIN

I can fix that!

HAN

The coolant's leaking!

ANAKIN

Try transferring auxiliary power to the secondary tank--

HAN

\-- Secondary tank, I got it!

INT. LOUNGE:

CHEWIE HOWLS IN PAIN! Finn hangs in there, while Poe wraps a bandage on Chewie's shoulder: Chewie ROARS. BB-8 scurries off.

FINN

Chewie, come on! I need help with this giant hairy thing! Stop moving! Chewie!

INT. FALCON COCKPIT:

HAN

You hurt Chewie, you're gonna deal with me!

INT. LOUNGE:

As Poe struggles to bandage the Wookiee:

FINN

Hurt him?! He almost killed me six times!

(Chewie GRABS HIM by the collar, ROARS)

Which is fine.

INT. FALCON COCKPIT:

HAN

This hyperdrive blows there's gonna be pieces of us in three different systems.

Han at the controls when all the alarms STOP. Anakin, satisfied, sits in the co-pilot seat. Han is confused.

HAN (CONT'D) What'd you do?

ANAKIN

I by-passed the compressor.

He looks at him. A little, appreciative laugh. Han exits, walking past BB-8.

HAN Move, Ball.

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

Han kneels at Chewie, who lies awake but recovering. Han checks his friend's wound with care. Chewie MOAN-TALKS.

HAN

Nah, don't say that, you did great.

Just rest.

Han turns to Finn and Poe, who sits at the HOLOCHESS set, BB-8 beside him. This is awkward for Han, but damn, he means it:

HAN (CONT'D) Good job, kiddos. And thanks.

FINN You're welcome.

Finn has accidentally hit a button on the chess set, and the

PIECES appear, looking up at Finn, curiously. The pieces start to FIGHT as Finn fiddles with the controls, trying to turn it off.

HAN

So, fugitives, huh?

ANAKIN

The First Order wants the map.

(MORE)

ANAKIN (CONT'D)

(re: Finn and BB-8) Poe is with the Resistance...

(shrugs) ... I got caught up in the crossfire.

Han gives Finn a skeptical once-over as Finn finally manages to TURN THE CHESS SET OFF as Anakin enters. Han looks to BB-8.

HAN

Let's see whatcha got.

ANAKIN

(To BB-8) Go ahead.

BB-8 rolls forward -- and suddenly PROJECTS A HOLOGRAPHIC MAP, FILLING THE ROOM. PLANETS, STARS, SYSTEMS.

They all react. Chewie sits to look up. Han moves through stars, becomes reflective.

HAN

This map's not complete. It's just a piece. Ever since Luke disappeared, people have been looking for him.

POE Why'd he leave?

HAN

He was training a new generation of

Jedi. One young pupile, an apprentice turned against him, destroyed it all. Luke felt responsible... He walked away from everything.

Anakin looks down, as if remembering this.

FINN

Do you know what happened to him?

HAN

There're a lot of rumors. Stories. The people who knew him the best think he went looking for the first Jedi temple.

FINN

The Jedi were real?

HAN

I used to wonder that myself. Thought it was a bunch of mumbo-jumbo -magical power holding togethis good, evil, the dark side and the light.

(beat)

'Crazy thing is, it's true. The Force, the Jedi, all of it. It's all true.

An alarm rings on the control station, prompting Han to toggle some switches. BB-8 cuts off the hologram. Chewie rises and moans to Han, but Han motions for Chewie to lay back down:

HAN (CONT'D) No, you rest.

(To Anakin, Poe, and Finn)

We're slowly losing fuel. You want my help? You're getting it. Gonna see an old friend. He'll get your droid home. This is our stop.

Han leaves towards the cockpit, Anakin, Poe, and Finn following.

EXT. LIGHTSPEED TO SPACE - DAY

BEHIND THE FALCON as it DROPS OUT OF LIGHTSPEED, revealing a BEAUTIFUL GREEN PLANET ahead, TAKODANA.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Han pilots. Finn, Anakin, and BB-8 beside him, Poe as co-pilot.

Han notices Anakin looking out the windshield, almost in tears.

ANAKIN

(quietly)

... You used to take me here when I was a kid...

Han hears this -- sees a vulnerability that touches him.

EXT. TAKODANA PLANET - DAY

The Falcon CRESTS OVER an ENDLESS GREEN FOREST TO REVEAL a CASTLE on a picturesque LAKE.

The Falcon lands near the castle, among dozens of WORN, smallish freighters.

EXT. LANDING PAD - NEAR MAZ'S CASTLE - DAY

Anakin steps off the Falcon, UP TO CAMERA, BB-8 at his side.

He takes in the towering stone CASTLE, FOREST to one side, LAKE to the other. Serene, beautiful, all new to him.

INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

From BLACKNESS: a storage unit opens. Han rummages, retrieving old BLASTERS. Finn arrives behind him, concerned.

FINN

Hey, Solo -- I'm not sure what we're walking into here --

HAN

D'you just call me "Solo"?

FINN

Sorry. Han-- Mr. Solo. I have to ask, Are there any conspirators here? First Order sympathizers?

HAN

Listen, you've got another problem. My son isn't a fan of Stormtroopers. And since he has been trained in the Force, he'll always know what you're thinking.

Hands him a BLASTER.

HAN (CONT'D) Always.

Han walks off. Finn watches him go, wracked with guilt.

EXT. MAZ'S CASTLE - DAY

Han hands Anakin a blaster pistol as he stands at looks at the castle.

HAN

You might need this.

ANAKIN

We both know I can handle myself.

HAN

That's why I'm giving it to you. Take it.

Anakin picks it up. Grips it.

HAN (CONT'D)

Why didn't you do it?

ANAKIN

Do what?

HAN

Use the Force. Could have prevented a lot of things that happened earlier.

ANAKIN

I made a vow to stop using it.

HAN

You can't keep running away from who you are, kiddo.

ANAKIN

You don't know what I've seen.

HAN

Look, I get it. This is about Jacen and Jaina. You can't let the past control you.

ANAKIN

Why don't you tell that to Luke.

HAN

Don't think I haven't considered it.

Anakin smiles. But something slowly, the smile fades. A line he can't cross.

ANAKIN

I can't get involved.

Han looks at his, questioningly.

HAN You'd rather stay on Jakku?

Anakin looks off, in thought. Yeah, Jakku.

ANAKIN

(beat) I've made a good life there.

HAN

(to Chewie)

Chewie, check out the ship as best you can.

HAN (CONT'D)

It's too bad. Chewie missed you.

Han heads off. HOLD on Anakin.

EXT. MAZ'S CASTLE - DAY

Han walks them to the castle.

POE

Solo, is this place safe?

HAN

That depends.

POE Depends on what?

HAN

Depends on your manners. Do you really think it was luck that Chewie and I found the Falcon? If we can find it on our scanners, the First Order's not far behind. Want to get BB-8 to the Resistance? Maz Kanata is our best bet.

FINN

We can trust her, right?

HAN

Relax, kid. She's run this watering hole for a thousand years. Maz is a bit of an acquired taste, so let me do the talking. And whatever you do, don't stare...

ANAKIN POE AND FINN

At what?

HAN Any of it.

The door opens. Music. Madness. And...

INT. MAZ'S CASTLE - MAIN ROOM - DAY

We ENTER THE LOUD, CROWDED MESS of a hall -- PUSHING PAST a room full of rough and odd ALIENS AND HUMANS, who gamble, drink, scheme, negotiate, argue -- until we end up on the BACK of a tiny, thousand year-old, four foot tall ALIEN, who suddenly STARTS, as if SENSING something -- the Alien TURNS TO US: she is FEMALE, wearing large ADJUSTABLE GOGGLES.

This is MAZ KANATA.

MAZ Han Solo!

Everyone turns to look. It's ALL QUIET in here.

HAN

(Sotto) Oh boy. (Louder, waving) Hey, Maz!

NOISE returns. Maz walks to them, puhes someone away.

MAZ

Where's my boyfriend?

HAN

Chewie's working on the Falcon.

MAZ

I like that Wookiee. I assume you need something. Desperately. Let's get to it.

Maz walks off, gesturing for them to follow. Poe, Finn, and Anakin are confused. Han indicates for them to follow. They do -passing the enormous GRUMMGAR, who sits with vixen BAZINE NETAL, who watches them suspiciously.

A SMALL DROID (GA-97), who turns its head to see BB-8 following Anakin across the room. GA-97, now animated, makes a small TRANSMITTING SOUND, which is subtitled.

GA-97

Alert the Resistance. Their missing droid is here!

And we CUT TO:

IN A DARK ALCOVE - MOMENTS LATER

Bazine enters a shadowy space, stealthily makes a call on a communicator. Clearly, BAZINE IS A SPY. Subtitled:

BAZINE

Inform the First Order... I've found the droid.

EXT. STARKILLER BASE - DAY

A massive Star Destroyer hovers over the hacked ice planet.

INT. STAR DESTROYER - KYLO REN'S CHAMBERS - DAY

A dark space. Kylo Ren, CLOSE TO CAMERA, addresses someone OFF-CAMERA whom we do not see.

KYLO REN

Forgive me. I feel it again. The pull to the light. Supreme Leader senses it. Show me again, the power of the darkness, and I will let nothing stand in our way. Show me, Grandfather, and I will finish what you started.

As his emotion builds, he stands and heads off -- we FOLLOW HIM, PIVOTING TO REVEAL who he was talking to: THE BURNT, AHEN, GHOSTLY DEFORMED MASK OF DARTH VADER.

CUT TO:

INT. MAZ'S CASTLE - TABLE - DAY Maz is putting together some FOOD as he says:

MAZ

A map to Skywalker himself? You're right back in the mess.

HAN

Maz, I need you to get this droid to Leia.

MAZ

Hmm. No. You've been running away from this fight for too long. Han, nyakee nago wadda. Go home!

HAN

Leia doesn't want to see me.

ANAKIN

He's right.

FINN

Please, we came here for your help.

ANAKIN This fight isn't different than the rest. People killing each other, that's the way the universe is.

MAZ

But this is the only fight: against the dark side. Through the ages, I've seen evil take many forms. The Sith. The Empire. Today, it is the First

Order. Their shadow is spreading across the galaxy. We must face them. Fight them. All of us.

FINN

There is no fight against the First

Order! Not one we can win. Look around. There's no chance we haven't been recognized already. I bet you the First Order is on their way right--

Finn stops, seeing Maz adjusting his goggles, scrutinizing him -- his eyes get HUGE.

FINN (CONT'D)

What's this? What are you doing?

Maz adjusts the goggles again. Her eyes get impossibly

BIGGER. She grunts recognition. She hoists herself on the tabletop, knocking over food and plates, crawling towards Finn.

FINN (CONT'D) Solo, what is she doing?

HAN

I don't know, but it ain't good.

MAZ

If you live long enough you see the same eyes in different people. I'm looking at the eyes of a man who wants to run.

FINN

(eyes on Maz) You don't know a thing about me.

Where I'm from. What I've seen.

(MORE)

FINN (CONT'D)

You don't know the First Order like

I do. They'll slaughter us. We all need to run.

Anakin is stunned. Maz, not so much. She crawls back to his chair. She points to some pirates in the corner.

MAZ

You see those two? They'll trade work for transportation to the Outer Rim. There, you can disappear.

Finn sees them. Considers.

ANAKIN Finn!

POE

Finn, what are you doing?

FINN Come with me.

ANAKIN

What about BB-8? We're not done yet. We have to get him back to your base.

FINN Its not my base, its Poe's.

ANAKIN

Your not Resistance?

Finn stands to leave. He offers the gun back to Han.

HAN Keep it, kid.

Finn heads off. Anakin and Poe get up to follow. Maz dials her lenses back to normal, and turns to Han.

MAZ

I thought your son stole the Falcon?

ON FINN Who has arrived at the table with the ALIEN SMUGGLERS.

FINN

I was told you could get me to the Outer Rim.

Anakin barges into the conversation, interrupting.

ANAKIN

What are you doing?

Finn gets up to talk to them.

FINN (to Big Head) Don't leave without me.

Embarrassed, Finn moves his away.

POE

You can't just go. We won't let you.

FINN

I'm not who you think I am.

ANAKIN

Finn, what are you talking about?

FINN

I'm not Resistance. I'm not a hero.

I'm a Stormtrooper. (stops him)

Like all of them, I was taken from a family I'll never know. And raised to do one thing...

(emotional) But my first battle, I made a choice.

I wasn't going to kill for them. So I ran.

FINN (CONT'D)

Right into you. And you two looked at me like no one ever had. I was ashamed of what I was. But I'm done with the First Order. I'm never going back. Anakin, Poe, come with me.

POE Don't go.

FINN

Take care of yourselves. Please.

Poe looks at him, crushed. With quiet resignation, Anakin watches Finn return to the aliens...

And all three head off. He gets to the front door and walks through it.

Anakin is heartsick, but he turns as he hears the sound of a young girl in anguish, crying. He follows the sound into the castle, turning so he can't see that Finn has looked back at him one last time.

INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

Anakin steps down into the basement corridor. BB-8 follows his. Walking carefully and confused, he is not sure why he's down here. He can hear the echoing sounds of a young girl crying. He heads down the hall... to the very end, where there is a door. It is almost as if a SOULFUL VIBRATION draws his closer. He looks at the door lock -- AND THE DOOR OPENS.

Hesitant, Anakin enters.

INT. MAZ'S CASTLE - CRYPT ROOM - DAY

Anakin moves into the dark, small, vaulted storage room. Old treasures line the floors and walls, but there is something specific Anakin is drawn to: on a table, an old wooden BOX.

He moves to it, unsure, afraid, as if an energy from inside the box has been calling his here. BB-8 nervously follows. Anakin reaches out, very slowly, to touch the box. A moment heavy with tension.

Anakin OPENS THE BOX and sees inside Luke Skywalker's original lightsaber. He recognizes it. With hesitation, he reaches towards it, but he cannot resist. As his hand makes contact with it, there is the piercing sound of a lightsaber igniting. He moves his hand away, as ANAKIN HEARS A MECHANICAL BREATHING sound. The CAMERA MOVES, LIGHTING CHANGES -- and we see behind his something impossible: a HALLWAY OF FROM DEEP INSIDE CLOUD CITY. Disembodied voices fill the air.

YOUNG GIRL NO!

He stands -- looks around, confused by all he sees and hears. -- Turns and sees, through a DOORWAY.

We follow Anakin and he runs down the corridor, but it all

TILTS -- TURNS -- and he lands on the WALL -- which is now the GROUND -- dried GRASS.

He turns to look -- we PIVOT -- and see a BURNING TEMPLE AT NIGHT. We PAN to:

R2-D2 -- who watches the flames -- and a MAN appears (LUKE, whose face we do not see). He falls to his knees, reaches out to the droid -- with a MECHANICAL RIGHT HAND.

We PUSH IN ON ANAKIN as RAIN BEGINS -- and DAY TURNS TO NIGHT -and he LOOKS UP -- we TILT UP --

To see we're LOOKING UP AT A WARRIOR as he is STABBED BY A

FIERY LIGHTSABER! He screams and falls to the ground -- we FOLLOW HIM, revealing Anakin again, now in a nighttime battlefield. He gets to his feet, frightened by what he sees. We PIVOT AROUND HIM to REVEAL KYLO REN, and the six other KNIGHTS OF REN, who flank him!

ANAKIN

Why?! Why did you do it?!?!

Kylo begins stepping toward Anakin, who shoves his hands in front of him to block Kylo's lightsaber. A green blade blocks it. We PAN to see a wounded Jacen Solo, keeping Kylos blade locked with his.

JACEN

ANAKIN!! RUN!!!

Come back around to Anakin, soaking now, as the RAIN STOPS and

SUNLIGHT illuminates him -- he turns to look -- we PIVOT -and see...

A little boy, age 11. Anakin as a child. He is sobbing, hysterical. Unkar Plutt's meaty hand slaps him across the face. He is on Jakku, being abused by Unkar.

YOUNG ANAKIN GET AWAY FROM ME!

UNKAR PLUTT Quiet, boy!

Anakin looks toward the desert sun, which is strangely eclipsed, as if being eaten by darkness. Anakin looks around his to see he is..

In a NIGHTTIME, BARREN, SNOWY WOODS. He's losing his mind, confounded and lost and he gets to his feet, his breath seen in the frigid air -- and then: THE SOUND OF CLASHING LIGHTSABERS! He moves through the woods, toward the sound.

Anakin runs, heart pounding, when KYLO REN EMERGES FROM BEHIND A TREE! He stops, SCREAMS, FALLS BACK and LANDS IN:

INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

He falls back, out of the room, suddenly sitting in the hall, out of breath, alarmed and perplexed. He HEARS something and turns to look.

Maz stands at the end of the corridor, realizing what has just happened.

ANAKIN

What was that?

MAZ

We both know what it was.

ANAKIN

A vision...

MAZ

That lightsaber has seen many lifetimes. Including some of yours.

Anakin stands, fast. Still overwhelmed, emotional, speechless.

ANAKIN

I have to get back to Jakku.

MAZ Han told me.

(reaches out, hold

Anakin's hand)

Dear child. I see your eyes. You already know the truth. What your hiding from on Jakku, won't end any conflict. But... there's someone who still could.

ANAKIN Luke.

MAZ

The belonging you seek is not behind you. It is ahead. I am no Jedi, but I know the Force. It moves through and surrounds every living thing. Close your eyes. Feel it.

(MORE)

MAZ (CONT'D)

The light. It's always been there. It will guide you. The saber. Take it.

Anakin suddenly stands.

ANAKIN

I'm never touching that again. I don't want any part of this.

And Anakin runs off, passing Maz.

Anakin's mind is spinning -- he can't take it -- he turns and heads off, fast. BB-8 follows his. TIGHT ON MAZ, watching him go. Maz SIGHS, feeling for the young boy.

EXT. MAZ'S CASTLE - DAY

Anakin exits the castle, needs to run, but doesn't know where.

Heads toward the woods.

EXT. FOREST - DAY

Anakin moves through the foliage, heart racing. Over this, we

HEAR a RUMBLING -- intense, an OMEN of something horrible to come.

EXT. STARKILLER BASE - ASSEMBLY AREA – DAY

A massive rally: a thousand STORMTROOPERS, TIE FIGHTERS,

OFFICERS and VEHICLES. BRUTALIST STRUCTURES, mountainous SNOWY LANDSCAPE. Addressing them at a podium, flanked by RED FIRST ORDER BANNERS, is HUX. His voice ECHOES:

GENERAL HUX

Today is the end of the Republic!

The end of a regime that acquiesces to disorder! At this very moment, in a system far from here the New Republic LIES to the GALAXY while secretly supporting the treachery of the loathsome Resistance. This fierce machine which you have built, upon which we stand, will bring an end to the Senate! To their chiseled fleet!

All remaining systems will bow to the First Order! And will remember this... as the last day of the Republic!

INT. STARKILLER BASE - CONTROL ROOM - DAY

ENGINEERS perform FINAL FIRING PROTOCOL. There's a sense of nervousness -- WILL THIS MASSIVE WEAPON ACTUALLY WORK?

EXT. STARKILLER BASE - ASSEMBLY AREA - DAY

GENERAL HUX FIRE!

And Hux TURNS to give the signal as we CUT BACK WIDE -- a ROAR OF BOOTS ON PAVEMENT as the thousand Stormtroopers TURN to face an endless snowy landscape. WHAT IS ABOUT TO HAPPEN?!

EXT. STARKILLER BASE - DAY

A view PAST THE RALLY. For a moment, nothing. Then, eerily

SILENT, AN IMPOSSIBLE BLAST OF FIRE LIGHT -- LIKE AN ATOMIC

BOMB TEST TIMES A ZILLION -- BLASTS FROM MILES AWAY, INTO THE SKY! Seconds later, a TERRIBLE EXPLOSIVE ROAR!

The Troopers -- everyone -- is nearly PUHED BACK by the FORCE of it -- the magnitude! Many have to COVER THEIR EYES!

For MILES around the FIREBEAM, ICE AND SNOW MELTS INSTANTLY!

Runoff tunnels FLOODED with AN OCEAN OF FRESH WATER. AIRBORNE CREATURES by the thousands burst from trees and take flight.

Hux watches, his eyes WILD WITH POWER AND EVIL. From HIS eyes, CUT TO: INT. STAR DESTROYER BRIDGE - DAY

TIGHT ON KYLO REN as he watches the Starkiller firing.

EXT. MAZ' CASTLE - DAY

Finn boards the Alien Freighter. The SOUND FROM THE SKY makes him turn back. He sees the PATH OF FIRE and his blood runs cold, his heart sinks. EXT. REPUBLIC SYSTEM - NIGHT

At a massive distance we see PLANETS THE REPUBLIC CAPITAL

SYSTEM -- INCREASINGLY LIT, THEN POWERFULLY HIT BY THE VAST FIREBLAST WHICH OBLITERATES IT ALL!

EXT. REPUBLIC CITY - NIGHT

The galaxy CENTER OF GOVERNMENT at NIGHT. Impressive structures. Senators and dignitaries look in uncomprehending horror to the night sky. LIGHT GROWING --

FROM A GREAT DISTANCE a CIRCLE OF FIRE -- LIKE A SMALL SUN

APPEARING FROM NOWHERE AND GROWING CLOSE AND MASSIVE, TURNING

NIGHT TO DAY! And in seconds THE FIRE BLOCKS OUT EVERYTHING ELSE, AND THE ENTIRE PLANET OF HOSNIAN PRIME IS INCINERATED!

EXT. MAZ'S CASTLE - DAY

A crowd of ALIENS files out from inside, all eyes on the

FIRE IN THE SKY. Dozens of LANGUAGES exclaiming fear and horror. Find Han, Poe, and Chewie moving out, looking up.

FINN (O.S.) It was the Republic.

Han and Chewie turn as Finn arrives, moving quickly through the crowd. With dread:

FINN (CONT'D)

The First Order, they've done it. Where's Anakin?

EXT. FOREST - DAY

Anakin races through the forest and finally comes to a stop, overwhelmed and exhausted. At an emotional breaking point, he has no idea where to go, who to turn to. Then he HEARS A BEEP -- turns to see BB-8, catching up with him.

ANAKIN What are you doing?

(he BEEPS) You have to go back.

(he BEEPS again)

ANAKIN (CONT'D)

BB-8. No, you can't -- you have to go back, you're too important. They'll help you.

Then, ANOTHER SOUND -- LOUDER NOW -- they LOOK UP AGAIN: in front of the system attack, A FLEET OF FIRST ORDER SHIPS ROAR OVERHEAD, TOWARD THE CASTLE! Anakin's heart sinks: HIS FRIENDS ARE IN DANGER!

INT. MAZ'S CASTLE - BASEMENT CORRIDOR - DAY

Maz leads Han, Finn and Chewie down the hall, fast:

MAZ

I've had this for ages...

MAZ'S CASTLE - TREASURE ROOM - DAY

Maz opens the box -- holds out the lightsaber to Finn:

MAZ

Kept it locked away.

HAN

Where'd you get that?

MAZ

A good question for another time.

(to Finn) Take it! Find Anakin!

Finn grabs it as the room is SHAKEN by an above ground attack.

MAZ (CONT'D) Those beasts! They're here!

EXT. FOREST - DAY

Anakin and BB-8 race fast back toward the castle -- EXPLOSION SOUNDS can be HEARD from the direction they're headed!

EXT. FOREST - DAY

Anakin races through the trees -- sees Maz' castle -- BEING DESTROYED BY FIRST ORDER SHIPS! Aliens RUNNING, GETTING

OBLITERATED by SCREAMING TIE FIGHTERS! Other TIE FIGHTERS and TRANSPORTERS LAND, STORMTROOPERS in attack.

Just then, filtered RADIO CALLS get Anakin's attention: nearby STORMTROOPERS have spotted his, AND FIRE!

STORMTROOPER

FN-417, hold position!

Anakin takes cover, grabs his BLASTER -- but IT WON'T FIRE!

He panics, then realizes:

ANAKIN Safety!

HE SWITCHES OFF THE SAFETY and FIRES BACK! HITS TWO TROOPERS and retreats, calls to BB-8:

BB-8 follows Anakin AWAY FROM THE CASTLE, firing back at more chasing Troopers!

EXT. MAZ' CASTLE RUINS - DAY

Kylo Ren moves through the DEBRIS. A Stormtrooper approaches:

STORMTROOPER #4

Sir, the droid was spotted heading west, with a boy.

Kylo Ren LOOKS BACK SHARPLY, in Anakin's direction --

EXT. FOREST – DAY

Anakin and BB-8 move swiftly, terrified -- he stops them:

ANAKIN

You have to keep going, stay out of sight, I'll try to fight 'em off.

(BB-8 BEEPS; bravely through his fear)

I hope so, too.

BB-8 BEEPS and heads off -- Anakin RUNS and TAKES COVER behind a massive, mossy tree. TIGHT on his TERRIFIED FACE -EXT. CASTLE DEBRIS - DAY

Han, Chewie, Poe, Finn and Maz, exhausted, CLIMB UP, peek through debris.

HAN

Come on, Chewie!

POE

Finn, I need your blaster.

Finn tosses it to him.

Maz turns to Finn:

MAZ

Anakin and BB-8, they need you. Now go.

FINN I need a weapon.

Maz grabs his wrist -- holds up his hand -- THE SABER.

MAZ You have one!

He looks at her questioningly -- he's supposed to use the lightsaber?! He TURNS IT ON.

HAN AND CHEWIE RUN, TAKE COVER from BLASTS, FIRING BACK at Stormtroopers, taking some out!

HAN

Hey, can I try that?

Han borrows Chewbacca's bowcaster, fires on Stormtroopers and sends them flying.

HAN (CONT'D)

(to Chewbacca) I like this thing.

Poe blasts a Stormtrooper in the hip, then kicks one to the dirt and blasts at the troopers head. He cracks a troopers jaw with the butt of the blaster, then aims at the next target.

FINN SURPRISES A STORMTROOPER WITH THE LIGHTSABER, then another! Untrained, he's athletic, brave, impressive. One Stormtrooper has a MACE --

CAPTAIN PHASMA Traitor!

FINN and PHASMA BEGIN WITH A MACE battle. PHASMA

KNOCKS FINN DOWN! The sleek armored captain is about to end him, when SHE IS SHOT AND THROWN OFF A CLIFF!

Wide-eyed Finn sees Poe run over, having fired the blast!

Han helps him up.

HAN

You okay, Big shot?

FINN Thanks!

But TEN STORMTROOPERS come over a RISE, BLASTERS AIMED.

STORMTROOPER

Don't move! TK-338, we have targets in custody!

No way out, they DROP THEIR WEAPONS: TIGHT on the LIGHTSABER as it HITS THE GROUND. A STORMTROOPER HAND picks it up.

Han's MIND RACES as a SQUAD OF TROOPERS appears behind them.

Finn, Han and Chewie are MARCHED by Stormtroopers back toward a transport, hands on their heads.

But then -- A FAMILIAR ROAR RIPPING ACROSS THE LAKE -- Han turns -- they all do: coming toward them across the water, XWINGS AND RESISTANCE SPACECRAFT APPEAR, BEGIN FIRING AT THE FIRST ORDER SHIPS!

PUSH IN ON HAN, HOPE SURGING -- CHEWIE TALKS.

STORMTROOPER (CONT'D)

We have incoming at two-eight-pointsix! Move! Dispatch! Move!

Scramble all squads! Repeat, scramble all squads! Anti-air cover en route to our position!

HAN

It's the Resistance.

One X-WING in particular -- MARKED IN BLACK -- SWOOPS DOWN and takes out the parked TIE FIGHTERS and Troopers!

INT. X-WING - DAY

It's a alien pilot at the stick of his X-wing.

DRIK

Go straight ahead and don't let these dogs scare you!

JESS (V.O.) Copy that!

SNAP (V.O.) We're with you, Poe!

The Stormtroopers around Finn, Han, Poe, and Chewie SCATTER, TOSSED in EXPLOSIONS! The LIGHTSABER LANDS AGAIN -- FINN PICKS IT UP.

HAN Quick!

Chewie picks up his Bowcaster, Han takes the blaster. Shoots a Trooper.

POE

Woohoo! YEAH! That's one helluva pilot!

INT. X-WING - DAY

JESS WOOHOO!

EXT. FOREST - DAY

In the darkened woods, Anakin, terrified, keeps his blaster aimed. His eyes dart around for his pursuer.

And then: THE UNIQUE SOUND OF KYLO REN'S RASPING LIGHTSABER COMING TO LIFE -- A SOUND he's HEARD BEFORE in the FORCEBACK.

Anakin's heart skips a beat: he's even more scared now.

Kylo Ren appears from behind a tree -- Anakin FIRES again and again -- Kylo Ren moves toward him, USING HIS LIGHTSABER TO DEFLECT EVERY BLAST.

He FIRES ferociously, but Kylo Ren keeps coming! His hand rises – Anakins blaster is pulled from his grip – Kylo takes the blaster and fires – Anakin raises his hand, using the Force to deflect the blasts. Kylo drops the blaster.

KYLO REN

You?

He stands, slowly looking Anakin up and down, Anakin steps back, bumping into a tree.

KYLO REN (CONT'D) The droid.

He steps close, seeing his face. After a scary beat he WHIPS HIS SABER UP TO HIS EYES, ILLUMINATING HIS FACE.

KYLO REN (CONT'D) Where is it?

WIDE SHOT: THE EPIC BATTLE BETWEEN RESISTANCE AND FIRST ORDER TROOPS, REFLECTED IN THE STILL LAKE.

STORMTROOPER Request air support!

EXT. FOREST – DAY

Kylo Ren TURNS OFF HIS SABER, reaches up... and REACHES

TOWARDS ANAKIN'S FACE. He can't move, strains in agony. After a beat, surprised by what he finds, he removes his hand. He is relieved but still afraid.

KYLO REN

The map. You've seen it.

Anakin is horrified. He TOUCHES HIS FACE again: the pain, tears stream. Kylo Ren, taking more from his mind...

He stares at him, TERRIFIED, straining in agony --

Kylo Ren, mid-interrogation, TURNS TOWARD THE SOUND OF THE EXPLOSIONS. Stormtroopers APPROACH through the woods.

STORMTROOPER #5

Sir, Resistance fighters! We need more troops.

Kylo Ren TURNS BACK TO Anakin, his hand still on his face. Anakin tightens his fist and pushes Kylo and his Stormtroopers in the distant woods with Force Shout. Anakin falls to his knees, breathing heavily. The Stormtroopers are dead but Kylo is thrown through a tree and rendered partially wounded.

EXT. CASTLE DEBRIS - DAY

The BLACK-MARKED X-WING SWOOPS DOWN again, FIRING, EXPLODING another TIE Fighter! On the ground:

STORMTROOPER Pull back the tree line!

Han and Chewie dodge debris, FIRING and TAKING OUT TROOPERS.

Poe takes out 2 TROOPERS with the blaster, then, out of breath, turns to see: Kylo Ren in the forest, RUSHING INTO HIS SHUTTLE! POE's heart SKIPS A BEAT --

Han stops -- turns -- sees Kylo Ren entering his shuttle. Han is ROCKED.

POE KYLO!!!

Hysterically, Poe runs toward the shuttle through LASER BLASTS

AND EXPLOSIONS, but the shuttle TAKES OFF -- Finn irrationally CHASES AFTER POE, WHO SCREAMS A BATTLE CRY AS HE FIRES AT THE SHUTTLE.

In crazed frustration, Poe stops running, watches the receding First Order ships.

FINN

Poe! This isn't the time.

EXT. FOREST - DAY

BB-8 moves fast, then stops and looks up as the First Order ships RETREAT, OFF PLANET. A considered beat, and BB-8 heads BACK FOR THE CASTLE.

Anakin slowly walks to the Castle Ruins.

EXT. MAZ'S CASTLE RUINS - DAY Post battle. Finn and Poe run to Han:

POE

Finn, find Anakin. He's gotta be in the woods somewhere.

Finn nods, racing to the forests.

POE

Han, I saw Kylo. Kylo Ren. We can chase him down, we can strike!

HAN (walks past) Yeah, yeah, I know...

And he and Chewie head off.

EXT. MAZ'S CASTLE RUINS - DAY

Han moves toward a RESISTANCE TRANSPORT landing in the debris.

BB-8 rolls up beside him, in wait for the transport.

ON HAN'S FACE, knowing exactly what's about to happen.

Finally, the transport door opens.

And standing there is LEIA.

He sees Han and is stunned. A silent beat, husband and wife reunited for the first time in years. In the smoke and embers, no one says a word.

Then C-3PO walks out from the transport, into the field:

C-3PO

Goodness! Han Solo! It is I, SeeThreepio!

(sees Han, stops)

You probably don't recognize me because of the red arm.

(sees Leia, increasingly awkward)

Look who it is! Did you see who?

Oh. Excuse me, Prin-- uh, General.

Sorry. Come along, BB-8. Quickly.

(BB-8 beeps)

Yes, I must get my proper arm reinstalled.

He hurries off. Finally, alone again.

HAN

You changed your hair.

LEIA Same jacket.

HAN No, new jacket.

Chewie glad to see Leia, greets his with a hug. Chewie MOANS a few words, looks at Han then boards the ship. It is complicated and loving and painful. Han says, quietly:

HAN (CONT'D)

... I, uh, I found him. Leia, I found our son.

He's here.

Leia hears this.

Maz watches through the smoke.

EXT. SPACE - DAY

The FALCON and surviving X-WINGS ROAR past camera toward a

PLANET WITH GREEN FLORA AND A RING OF ASTEROIDS.

This is D'QAR.

EXT. D'QAR - DAY

The SHIPS DESCENDING among grassy mounds and sunken structures.

EXT. RESISTANCE BASE - DAY

LARGE GRASS MOUNDS cover HANGARS, beneath the odd, giant trees. BOOM DOWN as RESISTANCE GROUND CREW direct an X-WING to a LANDING. In the FOREGROUND, another shuttle canopy OPENS, a PILOT steps out, carrying a familiar person. PAN TO REVEAL the landed Millennium Falcon. Finn and Poe run down the ramp, UP TO CAMERA, desperate, searching.

Then BB-8 SPEEDS RIGHT PAST HIM, almost knocking him down --

Finn and Poe watch as BB-8 rolls over to the PILOT GETTING OUT OF SHUTTLE CARRYING A WOUNDED BOY.

IT IS ANAKIN!

Finn and Poe can't believe what they're seeing. And Anakin, kneeling in

WARM REUNION with BB-8, listens and reacts to something the droid tells him. Anakin looks up and sees Finn and Poe -- and he can't believe it either! Anakin smiles, pointing at Finn and Poe. From a distance, Finn and Poe gesture in sheer amazement that Anakin is alive.

FINN

Anakin. He's alright.

They move to each other -- and embrace.

FINN (CONT'D) You're safe!

ANAKIN So are you!

POE What happened to you?

ANAKIN

I ran into Kylo. He tried to get the map from me--

BB-8 BEEPS -- Anakin listens, turns to Finn.

POE (CONT'D)

You came back.

FINN

I never left.

POE

We did it. We got the droid here.

FINN Now, we can find Luke.

ANAKIN

(reluctant)

That's good news.

INT. RESISTANCE BASE - DAY

MOVE FAST with Finn, Anakin, and Poe. Finn takes in this makeshift command center, buried deep among vines and roots. They arrive at Leia, who stands with a group of Resistance Officers, including ADMIRALS ACKBAR and STATURA:

POE

General Organa. Sorry to interrupt, this is Finn, he needs to talk to you --

LEIA

(takes Finn's hand)

And I need to talk to him. That was incredibly brave, what you did. Renouncing the First Order, saving this man's life --

FINN

(surprised she knows)

Thank you, ma'am --

LEIA

Ani? Is that you?

ANAKIN

Hey, Mom.

LEIA

My goodness, you've grown.

(immediately her mood changes and she slaps him)

Ran away from home?!?! Left me here with Han?!

ANAKIN

(Speaking simultaneously as she does)

Mom, Mom, calm down.

Finn is startled -- Poe jumps in:

POE

Finn's familiar with the weapon that destroyed the Hosnian system. He worked on the base.

LEIA

We're desperate for anything you can tell us.

FINN

Of course, but first, we need to find Luke Skywalker.

LEIA

You're absolutely right. Where's R2?

INT. RESISTANCE BASE - DAY

Chewbacca sits on a bed in the med bay. DR. KALONIA uses a device to help heal his shoulder. Chewie TALKS.

DR. KALONIA

(Chewie TALKS) That sounds very scary. (Chewie TALKS)

You must be so brave.

Chewie agrees.

INT. RESISTANCE BASE - DAY

C-3PO takes the DATA DEVICE from BB-8 and inserts it into a

BASE COMPUTER. THE PROJECTED MAP APPEARS in HOLOGRAM. Leia enters, studying it, dispirited. PAN as she moves, REVEALING HAN. C-3PO is here with R2-D2 and some others.

C-3PO

General, me and R2-D2 will have the full map schematics operatingin the next few moments.

LEIA

Time is precous, Threepio. I can't believe I was so foolish to think that I could just find Luke and bring him home.

HAN Leia...

LEIA Don't do that.

HAN Do what?

She heads off.

LEIA Anything.

Flummoxed, Han follows looking at C-3PO.

C-3PO Princesses.

Han follows Leia across the base floor:

HAN

I'm trying to be helpful!

LEIA

When did that ever help? And don't say the Death Star.

HAN

(Sighs)

INT. RESISTANCE BASE - DAY

Leia hears the change in Han's voice and softens. He turns.

HAN

Listen to me, will you? I know every time you... every time you look at me, you're reminded of what happened to Jacen and Jaina.

LEIA

You think I want to forget them? I miss them, Han.

Han looks at her with sympathy.

HAN

There was nothing we could've done. (hard for him to say)

LEIA

That's why I wanted our kids to train with Luke. I just never should have sent them away. That's when I lost them. That's when I lost you.

HAN

We both had to deal with it in our own way. I went back to the only thing I was ever good at.

LEIA We both did.

HAN

I'm sorry.

LEIA It wasn't your fault.

(long beat) It was Snoke.

Han takes this in.

LEIA (CONT'D)

He seduced her to the dark side.

But we can still save her. Me. You.

HAN

If Luke couldn't reach her, how could I?

GENERAL STATURA

General, the map is ready.

INT. STARKILLER BASE – KYLO'S QUARTERS - DAY

Kylo steps to the his quarters, placing his mask on a large pedestal. We do not see his face as he walks to the burned crisp helmet of Darth Vader. He runs his fingers down the grim mask as we pan almost seeing the face of Kylo Ren...

INT. RESISTANCE BASE - DAY

Anakin stands with Leia, Poe, Finn, C-3PO, BB-8 and a handful of Resistance Officers. Suddenly R2-D2 PROJECTS A HOLOGRAM! A LARGE NAVIGATIONAL MAP WITH A SPECIFIC MISSING CHUNK!

BB-8 BEEPS -- Poe turns to him --

POE

Yeah, all right, buddy, hold on --

Poe runs over -- removes the ancient data device that Lor San Tekka had given him from a base computer. He inserts it back inside BB-8, who then PROJECTS HIS MAP -- which he SHRINKS DOWN TO SIZE -- and the two droids MOVE SLIGHTLY -- TOGETHIS -- THE TWO HOLOGRAMS UNITE, BB-8'S PIECE FILLING IN R2-D2'S PERFECTLY!

Everyone REACTS -- amazed --

C-3PO

Oh! The map! It is complete!

LEIA

(hand on her heart)

\-- Luke.

-Suddenly there are CHEERS AND EMBRACES.

C-3PO leans down to R2-D2 and says, quietly, sweetly:

C-3PO

(to R2-D2)

Oh my dear friend. Saving the day as always.

LEIA

Anakin, you should go to him. He'll listen to you.

ANAKIN

Mom...

LEIA

Han'll go with you. Finn and Poe as well. But hurry.

ANAKIN

Your not gonna let me have a say in this are you?

LEIA

Have I ever?

INT. MILLENIUM FALCON COCKPIT – DAY

Finn, Poe, and Anakin sit in the passenger seats while Han pilots and Chewie co-pilots.

HAN

Here we go.

FINN

I'm going to meet Luke Skywalker. I cant believe it.

POE

Soon our troubles will be over, buddy.

ANAKIN

Lets hope so.

The Millennium Falcon hits lightspeed and speeds through the stars and solar systems in an instant.

POE

(to Anakin)

You alright?

ANAKIN

I'm fine. I just remember the last I saw Luke we didn't leave with the best of terms.

HAN

You didn't leave with the best of terms on my front, either.

ANAKIN

Yeah, I think we established that.

EXT. AHCH-TO - DAY

A pristine and mighty OCEAN. Endless BLUE, dotted with random, beautiful, mountainous BLACK ROCK ISLANDS, dotted with countless GREEN TREES.

The Millennium Falcon FLIES INTO VIEW, BANKS toward one of the ISLANDS.

EXT. AHCH-TO ISLAND - DAY

Anakin, his staff strapped to his back, begins his hike up the considerable mountain, glancing back to see Chewie, Finn, Han, and Poe following. A deep breath and Anakin continues his journey.

EXT. AHCH-TO ISLAND - STONE STAIRS - DAY

Built within the rock and foliage of this idyllic island are seemingly endless ANCIENT STONE STEPS. They continue to climb them, determined, despite their fatigue.

EXT. AHCH-TO ISLAND - STONE STRUCTURES - DAY

They arrive at a clearing. Small, modest, primitive stone structures. But no one around. They walk past them, sensing no one. And then they stop. Anakin senses something. He turns.

Standing forty feet away from them, his back to us, is a MAN, in a CLOAK AND ROBE.

They stare, knowing exactly who it is. But we are fixed on Anakin as he stares for what seems like forever. Until he finally TURNS, SLOWLY, to him. Pulls back his hood.

IT IS LUKE SKYWALKER.

Older now, white hair, bearded. He looks at Anakin. A kindness in his eyes, but there's something tortured, too. He doesn't need to ask his who he is, or what he is doing here. For he knows that this is grown up nephew along with faces he both does and doesn't recognize. His look says it all. In response, Anakin pulls something from the pack.

LUKE'S LIGHTSABER.

And he holds it out to him. An offer. A plea. The galaxy's only hope.

HOLD ON LUKE SKYWALKER'S INCREDIBLE FACE, amazed and conflicted at what he sees, as our MUSIC BUILDS, Anakin steps to Luke; handing him the saber.

LUKE

I thought you were dead.

ANAKIN

I survived. We've come all this way to find you. Mom sent us.

Luke glances over Anakin's shoulder.

LUKE

Han?... Chewie?...

Chewie howls cheerfully and hugs Luke aggressively, but in a very friendly gesture.

HAN

Hey, kiddo.

LUKE

Your still calling me that?

HAN

I'm still used to it.

ANAKIN

Luke, the First Order is spreading. The Republic has been destroyed. And they know where the Resistance base, Moms current location, is. The galaxy needs hope again. It needs the Jedi Order. We need Luke Skywalker.

Luke looks at Han and Anakin in shame and guilt. He admires the Lightsaber.

LUKE

I.. I can't...

He hands the lightsaber back to Anakin and walks down the hillside, not seeing the stunned reactions on everyone's faces. Poe follows.

POE

Luke, Leia needs your help. We don't have time.

LUKE

The Jedi are dead. This is not my fight.

FINN

But we came all this way to find you.

Luke reaches a hut, slamming the door behind him as he heeds the words:

LUKE

Leave this island. There is no Jedi.

They all step to the front of the hut. Han walks beside Anakin, whispering:

HAN

Sound familiar?

This strikes a nerve with Anakin, now seeing the point of view of all the others who have asked for his help, only to be denied that privilege.

That glimmer of help.

That fragment of hope.

And now, that only hope has chosen to hide rather to fight.

FINN

Now what do we do?

HAN

There's nothing else we can do. Come on, Chewie. We'll find another way.

Chewie looks down, discouraged. Poe looks at the door and begins slapping his fist onto it, trying to get Luke's attention.

POE

Do you know what we went through to find you?! The people who have died so we can seek your help?! Where's the Luke Skywalker I always heard about?!

HAN

Poe! That's enough. Come on. We're leaving.

Poe looks at the door and shoves it, just cause. He begins to follow Han, Chewie, and Finn. Anakin looks at the door and glares it down.

INT. AHCH-TO, LUKE'S HUTT – DAY

We hear a knock on the metal door as Luke folds his Jedi robes and is now wearing a brown garment made from scraps of cloth.

LUKE

Go away.

The door is busted through the room, Luke jumps. Anakin steps inside.

ANAKIN

You coward.

LUKE

Excuse me?

ANAKIN

You're the only one who can turn the tide of this war. You're the only one who can fix this. Make things right. I thought you'd—

LUKE

I'd what? Step up against an army with a lightsaber? Your not the only one who lost family all those years ago, Ani.

ANAKIN

Why didn't you save them? Jacen and Jaina? Or any of the other students for that matter? They trusted you, I trusted you.

LUKE

There was nothing I could have done.

ANAKIN

You could have fought!! Instead, you let us die like dogs.

LUKE

That's not true.

ANAKIN

Then tell me what really happened that night. Go ahead, tell me what caused the great Luke Skywalker to walk away from everything he was.

Luke looks down, ashamed and unable to retaliate.

ANAKIN (CONT'D)

We came here because we believed in you. I believed in you. But it looks like none of this matters to you. If you wont do something about Kylo Ren, I will.

Before storming out Anakin throws his necklace onto the cement floor; the golden dice. Luke sees this as Anakin leaves, crouching down and picking it up. He runs his fingers down the sleek dice sides, remembering.

EXT. AHCH TO, STONE STAIRS – DAY

Anakin walks slowly down the grass mountain side glancing at the ocean around the island. He stops, analyzing now, spotting a familiar shape in the water bank beside the island: a rusted X-WING. He glances to the Millennium Falcon, seeing Finn and Poe waiting for him.

Anakin runs down the mountain side, toward the X-Wing. He slides to the water bank, stopping himself. He reaches his hand out, tightening his grip with The FORCE.

EXT. AHCH-TO ISLAND – DAY

Finn and Poe stand near the Millennium Falcon.

FINN

What's taking him so long?

POE

I'm not sure.

We hear engines ROAR as the old battle torn X-Wing flies off into the skies. Poe and Finn stare up at the sky, not sure of what just happened.

FINN

Is that an—

POE

Older model. I haven't seen one of those in years.

FINN

Luke?

HAN

It was Anakin.

Poe and Finn turn to see Han standing on the platform leading inside the ship.

POE

How are you so sure?

HAN

I think I know my son better than you think. Come on, we have to hurry. Time isn't on our side.

And we PRELAP:

SNOKE (V.O.) This scavenger, resisted you?

INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT Kylo Ren, mask on, stands before Snoke.

KYLO REN

He's not a scavenger. He's Hans son. He's strong with the Force, stronger than he knows.

And while Ren's mind no doubt goes to Luke:

SNOKE And the droid?

Kylo Ren hesitates to reveal the truth. Then:

GENERAL HUX (O.S.)

Ren believed it was no longer valuable to us.

Ren turns back -- Hux enters the large space, moves to the platform beside Ren.

GENERAL HUX (CONT'D)

Retreating before trying to find it. Choosing to chase after the Force sensitive instead. As a result, the droid has most likely been returned to the hands of the enemy. They may have the map already.

Snoke is visibly furious.

SNOKE

Then the Resistance must be destroyed before they get to Skywalker.

GENERAL HUX

We have their location. We tracked their reconnaissance ship to the Ileenium system.

SNOKE

Good. Then we will crush them once and for all. Prepare the weapon.

Kylo Ren is stunned by the moment -- that isn't what he meant at all --

KYLO REN

Supreme Leader. I can get the map from the boy. I just need your guidance.

SNOKE

If what you say about this Solo child is true, bring him to me.

INT. STARKILLER BASE - CONTROL ROOM - DAY

Workers at their controls. Vast snowy landscape seen outside. Their GAUGES RISE -- THE WEAPON CHARGING SLOWLY --

GENERAL HUX Begin charging the weapon!

STARKILLER TECHNICIAN Yes, sir. Weapon charging.

EXT. STARKILLER BASE PLANET - DAY

A vast view of the planet -- a MASSIVE SOLARVAC ARRAY surrounds a port TEN MILES IN DIAMETER.

MILLIONS OF PANELS turn on the ARRAY -- a wave of BRILLIANT

REFLECTIONS. Suddenly, like a planetary-scale TESLA COIL LINE OF ENERGY, THE POWER OF THE SUN begins to TRAVEL DOWN to the Starkiller Base planet.

INT. RESISTANCE BASE - DAY

Finn, now a member of the inner circle of the Resistance, is huddled with the group around the MAP TABLE, which displays a WIREFRAME HOLOGRAM of a ROLLING VIEW OF THE SURFACE OF STARKILLER BASE. With Finn are Han, Leia, Poe, C-3PO, Statura, Ackbar, Brance, SNAP, MAJOR EMATT (60), NIEN NUNB, and others. An urgent, messy strategy session --

POE

The scan data from Snap's reconnaissance flight confirms Finn's report.

SNAP

They've somehow created a hyper lightspeed weapon built within the planet itself.

BRANCE A laser cannon?

SNAP

We're not sure how to describe a weapon of this scale.

MAJOR EMATT

(horrible memories) It's another Death Star.

POE

I wish that were the case, Major.

Poe hits a control. A WIREFRAME OF THE DEATH STAR APPEARS.

POE (CONT'D) This was the Death Star.

Poe hits another control -- the Death Star SHRINKS -- AND

SHRINKS AND SHRINKS, as the SURFACE AREA OF THE STARKILLER

BASE IS DRAWN INTO A LARGER IMAGE, REVEALING THE ENTIRE BASE

PLANET. The Death Star is a minuscule SATELLITE in comparison.

POE (CONT'D) This is Starkiller Base.

This is news to many here, and they're stunned.

HAN So it's big.

ADMIRAL ACKBAR

How is it possible to power a weapon of this size?

FINN

It uses the power of the sun. As the weapon is charged, the sun is drained until it disappears.

An OFFICER runs up, hands Leia a DATACARD.

LEIA

(eyes on datacard)

The First Order: they're charging the weapon again, now.

(then, heart sinking) Our system is the next target.

C-3PO

Oh my. Without the Republic fleet, we're doomed.

They all react to this horrible news.

HAN

Okay, how do we blow it up?

(all eyes on him) There's always a way to do that.

But no one has anything. Leia watches the silence, frustrated. Finally, rallying them:

LEIA Han's right.

Han is surprised.

ADMIRAL STATURA

(at first hesitant)

In order for that amount of power to be contained, that base would need some kind of thismal oscillator...

FINN There is one.

All eyes on Finn as he moves around the hologram to a location on the Starkiller Base -- it is ZOOMED IN: A GIANT BLACK HEXAGONAL STRUCTURE.

FINN (CONT'D) Precinct 47. Here.

ADMIRAL STATURA

(hypothesizing)

If we can destroy that oscillator, it might de-stabilize the core and cripple the weapon.

MAJOR EMATT ... Maybe the planet.

Poe then tries to bolster spirits, looking at the BIG HEXAGONAL STRUCTURE: the Oscillator.

POE

We'll go in there and we'll hit that oscillator with everything we got.

ADMIRAL ACKBAR

They have defensive shields that our ships cannot penetrate.

HAN

We disable the shields.

(to Finn)

Kid, you worked there, what do you got?

FINN

(beat, then:) I can do it.

HAN

I like this guy.

FINN

I can disable the shields. But I have to be there, on the planet--

HAN

We'll get you there.

LEIA Han, how?

HAN

If I told you, you wouldn't like it.

POE

So we disable the shields, take out the oscillator and we blow up their big gun. All right. Let's go!

And everyone splits.

EXT. HANGARS, RESISTANCE BASE - DAY

SERIES OF SHOTS: THE RESISTANCE FLEET PREPARES FOR ITS MISSION. Pilots inspect crafts, including Snap, Nien Nunb, and Poe at his black-marked X-wing. Mechanics make adjustments as Crews fuel the jets. Ground controllers move ships into takeoff formation. Pilots prep their ships, including BB-8, who is PULLED INTO Poe's black X-wing.

Finn approaches Poe wearing the jacket.

Poe slaps Finn's shoulder as he heads off. Finn watches Poe, despite it all, a little laugh. Over this:

EXT. RESISTANCE BASE - DAY

Chewie and Finn follow Han's orders as they prepare the Falcon for one more daring run, maybe its last:

HAN

Chewie, check that donal capitator. Come on. Let's go. -- Finn, be careful with those - they're explosives.

FINN Now you tell me?

LEIA

No matter how much we fought, I've always hated watching you leave.

Han looks over, there's Leia.

HAN

That's why I did it. So you'd miss me.

He laughs, moves up close to her.

LEIA I did miss you. Please... Get Anakin back here.

He looks at his, says sweetly, out of the blue:

HAN

I'll get him back. You have my word.

LEIA ... The word of a scoundrel?

HAN

(chuckles)

Some things never change.

LEIA

(smiles) True. You still drive me crazy.

Han places his hands on her shoulders. It could be thirty years ago.

They both know there's a good chance he won't make it back. They pull each other tight, holding for dear life. Quietly, longingly:

LEIA (CONT'D)

If you see our niece again, bring her home.

INT. OLD X-WING, COCKPIT - - DAY

SLOW PUSH IN ON ANAKIN, mind still racing over what's happened between him and Luke. He is flooded with emotions, feeling his potential, his strength, that in this moment of spontaneous choices, perhaps anything is possible.

EXT. STARKILLER BASE PLANET - DAY

A vast view of the planet -- a MASSIVE SOLARVAC ARRAY surrounds a port TEN MILES IN DIAMETER.

MILLIONS OF PANELS turn on the ARRAY -- a wave of BRILLIANT

REFLECTIONS. Suddenly, like a planetary-scale TESLA COIL LINE OF ENERGY, THE POWER OF THE SUN begins to TRAVEL DOWN to the Starkiller Base planet.

INT. STARKILLER BASE - ATRIUM AREA - DAY

TIGHT ON KYLO'S MASK as he peers nervously around a corner.

Kylo turns, sensing a familiar presence near the planet.

KYLO

Anakin Solo...

EXT. SPACE – DAY

The X-Wing pans through toward the colossal planet sized Weapon.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

Kylo walks through the crowd of officers, seeing all of the officers working and frequently moving in commotions to take action on the X-Wing.

HUX

Ah. So you decided to join us.

KYLO

What is that?

HUX

A fool whose about to be blown from the skies.

Ready the cannons!

EXT. STARKILLER BASE – MIDDAY

Several dozen cannons spin, aiming at the X-Wing.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

KYLO

Hold your fire!

HUX

(confused)

Sorry, what?

KYLO

Lower the shields.

HUX

(loses it)

Are you insane?!

KYLO

It's just one pilot. They're not here to fight the First Order. They're here for me.

EXT. STARKILLER BASE – MIDDAY

The X-Wing flies through the atmosphere, the shields are DOWN.

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

HUX

This is ludicrous! Your going to get us killed.

KYLO

Tell your men to hold fire.

HUX

Cannons at the ready.

KYLO

I said, tell your men to hold fire.

HUX

I will not let your arrogance get us killed.

Kylo grips Hux by the throat tightening his grip. Hux chokes, cackling for air.

KYLO

I won't repeat myself again, General.

EXT. STARKILLER BASE – MIDDAY

It's too late; the cannon fires at the X-Wing. Anakin leaps out of the cockpit, falling in the air and landing:

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

Anakin lands on the steel metal terrain of the Assembly Area. Stormtroopers enter from all sides, surrounding him and aiming their blasters to kill. Anakin reaches into his cloak and ignites a blue beam of light – Luke's Old Lightsaber.

INT. STARKILLER BASE- CONTROL ROOM – MIDDAY

KYLO

Order your men to stand down.

Hux looks outside, seeing Anakin stand ready to face all the Stormtroopers. Alone.

HUX

(gargled)

Do.. As he says..

Kylo lets go of Hux and drops him to the floor. Hux gasps for breath, coughing and choking on air now; relieved.

KYLO

A second longer and I wouldn't have been so merciful, Hux.

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

Anakin stands, prepared to fight. The Stormtroopers lower their weapons, remaining in their places.

ANAKIN

COME OUT KYLO!! FACE ME!!!

INT. STARKILLER BASE – CONTROL ROOM – MIDDAY

KYLO

(to an officer)

Keep the garrison on him. I'll deal with him.

Kylo exits.

EXT. STARKILLER BASE – ASSEMBLY AREA – MIDDAY

A square shaped hole in the ground behind the garrison of Stormtroopers fills as we see Kylo Ren emerge from it, like an elevating platform. The Stormtroopers move to separate sides, giving Anakin and Kylo a perfect distance from each other.

KYLO

A valiant effort, but foolish. You should have brought your Resistance.

ANAKIN

I do not come here for the Resistance. I come here for you.

KYLO

You come here alone, armed with a lightsaber that doesn't belong to you. We both know how this ends.

ANAKIN

You'll have to kill me this time.

KYLO

We'll see.

Kylo reaches to his side as he drops his cape, igniting the red crossguard lightsaber. Anakin raises his lightsaber, glaring at Kylo.

Kylo's lightsaber flashes into view, blocking Anakin's blow before it can reach his throat. The two blades spark at contact. Anakin lunges at Kylo, gritting his teeth as he strikes. Kylo is forced back, almost losing his balance, and backhands Anakin. Anakin steadies himself, ready to attack.

Anakin looks momentarily toward the Stormtroopers, then back to Kylo. He steps back, driving the hate from his being. Kylo pulls himself back to his feet, humiliated and angry, then attacks, forcing Anakin on the defensive. The young Jedi leaps in an amazing reverse flip up into the air overhead. Above them all, he reaches his hand for a Force push – Kylo jumps away, but the Stormtroopers are thrown across the area. Anakin lands and Kylo dashes to him, almost impaling him! Anakin smacks his lightsaber across Kylo's, pushing his foe away for a moment.

Anakin throws the laser sword and Kylo catches it, throwing it back against him! Anakin yelps as the lightsaber blade pierces through his palm. With a groan, Anakin tumbles to the ground. Kylo moves to him.

Anakin's lightsaber rolls on the ground to behind his feet. Kylo stares at him, then slowly raises his fiery blade to Anakins chin. He gazes menacingly at him a moment longer.

Anakin raises his good hand, defiant to losing. Kylo is thrown several feet away, hitting the ground hard. Anakin stands, the lightsaber flies to his hand, summoned, and is ignited.

Kylo stands, enraged.

Kylo screams in anger, rushing at Anakin with a frenzy of quick devastating strikes we have not seen before. Sparks fly as Anakin and Kylos lightsabers clash. Kylo's hatred forces Anakin to fall back. Each strike of Kylo's sword drives Anakin closer toward the edge of the Assembly Area, leading to a fall that could potentially kill him. Kylo's slashes begin to grow rash, pushing Anakin to his knees on the edge of the metallic cliff side. Anakin spots a chance to lay a blow and takes it; as Kylo raises his blade, Anakin slashes his sword across Kylos mask- pushing his away!

Kylo falls back and the mask rolls behind his. Anakin stands, pointing his lightsaber at Kylo, whose face we see COMPLETELY. A woman. They stare into one another's eyes, until Stormtroopers surround them. Kylo stands, her black hair flowing freely as she glares at Anakin, who retracts his lightsaber blade.

KYLO

It's good to see you, Anakin.

EXT. LIGHTSPEED SPACE - MIDDAY

The Falcon SCREAMS PAST --

INT. MILLENNIUM FALCON - COCKPIT - MIDDAY

Flying at LIGHTSPEED, Finn, with Han and Chewie.

FINN

How are we getting in?

HAN

Their shields have a fractional refresh rate. Keeps anything traveling slower than lightspeed from getting through.

Finn is suddenly filled with dread.

FINN

We're gonna make our landing approach at lightspeed?!

Chewie, thinking it's crazy too, says: HELL YES WE ARE!

HAN

Alright, Chewie, get ready.

Chewie GROANS: he's ready. Han studies the PANEL INDICATORS.

HAN (CONT'D) And Now!

Chewie and Han hit switches --

EXT. LIGHTSPEED SPACE/STARKILLER BASE - MIDDAY

The Falcon's ENVIRONMENT SHIFTS INSTANTLY FROM LIGHTSPEED TO PLANET ATMOSPHERE -- it's suddenly FLYING 100 FEET ABOVE THE SNOWY, ROCKY GROUND, HEADED FOR A THICK FOREST! INT. MILLENNIUM FALCON - COCKPIT - DAY

Chewie GROANS:

HAN

I AM PULLING UP!!!

EXT. STARKILLER BASE - DAY

But the Falcon has no time -- it PLOWS through the trees!

It then RISES --

INT. MILLENNIUM FALCON - COCKPIT - MIDDAY

ALARMS BLARE as the ship SLAMS THROUGH BRANCHES, SHOOTS TOWARD SKY! Han does his best to steer -- Chewie GROANS -- in the madness Han YELLS:

HAN

I get any higher, they'll see us!

And the ship DIVES again, back into the trees!

EXT. STARKILLER BASE - CLEARING - DAY

A quiet CLEARING on the forest TREELINE. Suddenly the MILLENNIUM FALCON HURTLES OUT OF THE FOREST! From an eruption of BRANCHES and PINE, the ship DIVES -- SLAMS INTO THE SNOW!

It DIGS THROUGH A THOUSAND YARDS OF WHITE until it finally comes to a canted stop, half buried in the snow!

INT. STARKILLER BASE – MIDDAY

An officer stops Kylo, whose mask bears a cut across the left side.

OFFICER

Sir, our scanners detected a massive ship pulling out of lightspeed near here.

KYLO REN

Put every hangar on lock-down. Prepare a searchi--

Suddenly, Kylo senses something. Something familiar.

KYLO REN (CONT'D) Han Solo...

EXT. STARKILLER BASE - MIDDAY

MASSIVE WIDE SHOT of an EPIC SNOWSCAPE. Han, Finn and Chewie cross the terrain. WALKERS appears on the horizon. Han, Finn and Chewie take cover behind a base structure. Chewie carries a BLACK DUFFEL of EXPLOSIVES.

FINN

The flooding tunnels are over that ridge. We'll get in that way.

HAN

What was your job when you were based here?

FINN Sanitation.

HAN

Sanitation? Then how do you know how to disable the shields?

FINN

I don't. I'm just here to get Anakin.

HAN

People are counting on us! The galaxy is counting on us--!

FINN

Solo, we'll figure it out! We'll use the Force!

HAN

That's not how the Force works--!

(CONTINUED)

CONTINUED:

Chewie MOANTALKS.

HAN (CONT'D) Oh really, you're cold?

FINN Come on!

They follow Finn on the snowy hike. On the horizon, THE

LASER SIPHON SHOOTING INTO THE SKY, SLOWLY SUCKING THE SUN DRY.

INT. STARKILLER BASE - CONTROL ROOM - MIDDAY

Technicians at work, the SUN SUCKING seen in the window behind him.

GENERAL HUX Report.

FIRST ORDER OFFICER

Weapon charged in fifteen minutes, sir.

INT. STARKILLER BASE - CORRIDOR 4 - MIDDAY

A STORMTROOPER waits to board a Transport Compartment. The door WHOOHES open -- HAN, FINN and CHEWIE are there!

STORMTROOPER FN-9330 Hey!

He fumbles for his blaster but Chewie shoots first. WIDE ANGLE of the corridor as the Trooper flies back, dead.

Chewie drags him out of sight. Han and Finn peer around a corner, wary.

HAN

The longer we're here, less luck we're going to have. The shields?

FINN

I have an idea about that.

Han and Chewie follow Finn.

INT. STARKILLER BASE - CORRIDOR - MIDDAY

Captain Phasma heads down a corridor, distant Stormtroopers. Suddenly Phasma is T-BONED HARD AND FAST -- SHOVED OUT OF FRAME BY CHEWIE!

And now we're in a NARROW CROSS-CORRIDOR, CHEWIE WITH HIS ARMS AROUND PHASMA, FORCED TO FACE FINN, WHO HOLDS HIS BLASTER ON HIS FORMER CAPTAIN. Han stands behind Finn.

FINN Remember me?

(CONTINUED)

CONTINUED:

CAPTAIN PHASMA

FN-2187.

FINN

Not anymore. The name's Finn, and

I'm in charge. I'm in charge now, Phasma. I'm in charge.

HAN

Bring it down. Bring it down.

FINN Follow me.

Finn SMILES as we CUT TO:

INT. STARKILLER BASE – PRISON CELL - MIDDAY

TIGHT ON ANAKIN'S FACE as he peers nervously around the corner of his shoulder, strapped to a familiar device that held Poe earlier.

Anakin groans. a long, glossy hall, seeing a Stormtrooper standing at the doorway. Anakin smirks and turns his fingers slightly, the Stormtrooper turns to face him- as if following Anakins telepathic command. Anakin uses his fingers to gesture for the Stormtrooper to come closer, as he does.

ANAKIN

You wouldn't happen to have a key would you?

INT. STARKILLER BASE – HANGAR - MIDDAY

From this alcove, Anakin can see down another LONG, PERPENDICULAR

WALKWAY -- on one side, a STONE AND STEEL WALL. On the other side, a VAST ATRIUM, with a railing-free DROP OFF, the white pill-light design descending HUNDREDS OF FEET.

At the end of this walkway is an OPEN HANGAR DOOR, revealing HUNDREDS OF TIE FIGHTERS parked outside.

TIGHT on Anakin's face as his plan is clear. But the problem: between him and the ship he wants to steal, is a GROUP OF STORMTROOPERS. Guards, in conversation.

As he tries to think about what to do next, we see, FAR

BEHIND HIS in the perpendicular hall, ANOTHER GROUP OF STORM and SNOWTROOPERS headed his way!

Anakin's mind races -- another peek out and he RUNS FAST, across the walkway, and CLIMBS DOWN -- his fingertips disappearing over the edge just as the Troopers approach and continue.

WIDE SHOT as Anakin holds on carefully as the guards walk off, not seeing his over the edge, a death drop below his.

But then he SEES SOMETHING and has a brainstorm. He strenuously cross-climbs to an invisible SERVICE HATCH, which

He opens, and climbs INSIDE THE WALL, closing the hatch behind his.

INT. STARKILLER BASE - INSIDE THE WALLS - DAY

A REMARKABLE IMAGE, inside the inner workings of the base.

Tiny by comparison, Anakin climbs amid the incredible infrastructure, a drop to infinity beneath his. He is between the LIGHT SOURCE and the WHITE PILL SHAPES, as he makes his way ACROSS.

INT. STARKILLER BASE - ATRIUM AREA - DAY

WIDE SHOT of the Stormtrooper GUARDS, above the drop off into the atrium. What they cannot see is a SHADOWED SILHOUETTE OF ANAKIN against the ENDLESS WHITE PILL LIGHTS as he climbs across the space, beneath them, toward his exit!

INT. STARKILLER BASE - CONTROL ACCESS POINT - DAY

CLOSE AS PHASMA SITS INTO FRAME in front of a WORKSTATION -Finn, Han and Chewie, blasters aimed. Phasma reluctantly works controls on the workstation.

FINN

You want me to blast that bucket off your head? Lower the shields.

CAPTAIN PHASMA You're making a big mistake.

FINN Do it.

Chewie MOAN/TALKS. Phasma hits a few more buttons -- the controls BEEP-CLICK. "SHIELDS DISABLE INITIATE". Eyes on the workstation:

FINN (CONT'D)

Solo, if this works, we're not going to have a lot of time to find Anakin.

HAN

Don't worry kid, we won't leave here without him.

The controls BEEP-CLICK. "SHIELDS DISABLED".

CAPTAIN PHASMA

(to Finn, cruel)

You can't be so stupid as to think this will be easy. My troops will storm this block and kill you all.

FINN

I disagree. What do we do with her?

HAN

Is there a garbage chute? Trash compactor?

FINN

Yeah, there is...

INT. RESISTANCE BASE - DAY An ALERT: OFFICERS at their consoles, OVERLAPPING, urgent.

(CONTINUED)

CONTINUED:

OFFICER

General, their shields are down!

C-3PO Thank the Maker!

LEIA Han did it! Send them in!

ADMIRAL STATURA

Give Poe full authorization to attack.

REAR ADMIRAL

GULCH Black Leader, go to sub-lights. On your call.

INT. X-WING - MIDDAY

At LIGHTSPEED, Poe pilots:

POE

Roger, base -- red squad, blue squad, take my lead.

INT. X-WING - MIDDAY

Nien Nunb pilots, acknowledges order in alien language.

INT. X-WING - MIDDAY

Another pilot, ZOLO ZIFF.

YOLO ZIFF

Dropping out of lightspeed.

EXT. SPACE/STARKILLER BASE - MIDDAY

With CONCUSSIVE BLASTS, the X-WINGS APPEAR and ROAR PAST CAMERA toward the Starkiller Base planet!

EXT. STARKILLER BASE - CLEARING - MIDDAY

The CRAHED FALCON, two parked TIE FIGHTERS and a TROOP TRANSPORT VEHICLE beside it.

EXT. STARKILLER BASE - CLEARING - MIDDAY

At a distance, the X-WINGS DROP FROM THE SKY, TOWARD THE HEXAGONAL OSCILLATOR STRUCTURE IN THE DISTANCE!

EXT. STARKILLER BASE - ABOVE OSCILLATOR - MIDDAY

The squad of X-wings DIVE BOMBS the Oscillator, the Black

Falcon leads. INTERCUT BETWEEN THIS AND VARIOUS X-WINGS.

INT. X-WING - MIDDAY

Poe pilots:

POE

Almost in range! Hit the target dead center, as many runs as we can get!

INT. X-WING - MIDDAY

Snap pilots.

SNAP

Approaching target.

INT. X-WING - MIDDAY

Nien Nunb acknowledges.

INT. STARKILLER BASE - CONTROL ROOM - MIDDAY

LARGE EXPLOSIONS atop the DISTANT OSCILLATOR, seen through the large windows! ALARMS BLARE in here -- we PULL BACK as Hux moves quickly to see the damage, he turns sharply to a First Order Officer:

GENERAL HUX Dispatch all squadrons...

COLONEL DATOO Yes, General.

INT. X-WING - DAY

POE

Let's light it up!

DIVE BOMBING THE OSCILLATOR, HITTING IT DEAD CENTER IN QUICK SUCCESSION!

INT. X-WING - MIDDAY

LT. BASTIAN Direct hit!

ELLO ASTY But no damage!

Jess reacts.

POE

Yeah, we gotta keep hitting it!

Another bombing run! Remember, when that sun is gone, that weapon will be ready to fire! But as long as there's light, we got a chance.

INT. X-WING - MIDDAY

A BEEPING from BB-8, riding in the back of his X-wing, and Poe looks out -- can't believe what he's seeing: DOZENS OF TIE FIGHTERS!

POE

Guys, we got a lot of company!

INT. RESISTANCE BASE – MIDDAY

Leia stands at the com-link computers, her eyes shut in a trance.

INT. ACH-TO – CLIFF-SIDE – MIDDAY

Luke sits on the rock formation nearing the end of the cliff, he is meditating. The air blows his hair across his nose. His eyes shut in a trance as well.

INT. RESISTANCE BASE – MIDDAY

LEIA

Luke... Can you hear me? Luke... I can't do this alone... We need your help... Han needs you... I need you...

INT. ACH-TO – CLIFF-SIDE – MIDDAY

Her voice whispers echoes within his mind, soft and gentle, yet afraid. She whispers one final word:

LEIA

Luke...

Luke's eyes open, hearing her pleas from the other side of the galaxy. He sweats and clenches his fingers as if digging into his knees.

LUKE

(to himself)

Leia...

INT. STARKILLER BASE - JUNCTION AREA - MIDDAY

Finn, Han and Chewie take cover, Chewie pulling some EXPLOSIVES out of the duffel. Blast doors nearby.

FINN

We'll use the charges to blow that blast door. I'll go in and draw fire, but I'm gonna need cover.

HAN

You sure you're up for this?

FINN

Hell no -- I'll go in and try

to find Anakin --

(improvising, fast)

\-- The troopers'll be on our tail. We have to be ready for that. There's an access tunnel that'll leads --

(Han grins, relieved. He starts pointing with his chin to something behind Finn)

Why are you doing that? Why are you doing -- this? I'm trying to come up with a plan.

Finn turns -- AND SEES ANAKIN, CLIMBING OUT FROM INSIDE THE

WALL, carefully climbing back up to the main level! He can't believe it! Chewie MURMURS in relief. Han is maybe more grateful than anyone.

INT. RESISTANCE BASE - MIDDAY

A Resistance Technician turns to Leia:

ADMIRAL ACKBAR

The Oscillator's still standing.

OFFICER

X-wings coming back for another round of attacks!

INT. STARKILLER BASE - CORRIDOR 6 - MIDDAY

Anakin climbs up to the corridor, vigilant. He hears a SOUND, SWOOPS his rifle at -- Finn, Han and Chewie! He cannot believe it! All Finn wants to do is hug him -- and he him.

(CONTINUED)

CONTINUED:

HAN

Are you all right?

ANAKIN Yeah, Dad, I'm fine.

HAN Good, You had me worried.

Anakin and Han share a look, almost as if they don't know how to say "Thank God your safe" or "Thank you" to one another.

FINN

What happened -- did he hurt you?

ANAKIN

Finn. What are you doing here?!

FINN

We came back for you.

He is speechless -- Chewie TALKS -- and Anakin smiles.

FINN (CONT'D) What'd he say?

ANAKIN

(shrugs, smiles)

... That it was your idea.

Finn awkwardly smiles. It's his nature. They embrace.

ANAKIN (CONT'D) Thank you.

FINN

How did you get away?

ANAKIN

I can't explain it.

HAN

Your in big trouble when we get off this rock. Come on.

EXT. STARKILLER BASE - MIDDAY

The X-Wings DOGFIGHT with the TIE Fighters on the surface of the snowy planet. INTERCUT BETWEEN the ships SCREAMING past each other, and the COCKPITS of the Resistance and First Order fighters. Poe's fighter NEARLY COLLIDES with a closepassing TIE Fighter!

SNAP

I got one behind me. See it?

JESS Yeah, I'm on it!

(CONTINUED)

CONTINUED:

A heavy cannon emplacement launches a missile that shreds an X-wing fighter.

JESS

Furillo's been hit!

SNAP

Watch out for ground fire!

EXT. STARKILLER BASE - MIDDAY

The X-wings ROAR across the sky, BLASTING and DODGING the TIE Fighters and missiles.

PULL BACK TO REVEAL Han, Finn, Anakin and Chewie, who run out here, into the snow, stopping, eyes on the sky, watching the lop-sided battle.

THE FOUR HEROES TURN TO EACH OTHER, RESOLVE IN THEIR EYES.

A long moment of communication.

HAN

They're in trouble. We can't leave. (to Finn, re: Chewie) My friend here has a bag full of explosives. Let's use 'em.

INT. RESISTANCE BASE - MIDDAY

A Resistance Technician turns to Leia:

KAYDEL KO CONNIX General, are you seeing this?

VOBER DAND

Two more X-wings down. That's half our fleet destroyed.

C-3PO

And their weapon will be fully charged in 10 minutes! It would take a miracle to save us now.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

Han and Chewie arrive here to find THREE SECURITY

STORMTROOPERS approaching a Maintenance Hatch. Instantly, Chewie takes out the middle one with his Bowcaster. Han and the other two Stormtroopers OPEN FIRE, but Han's aim is true. ALARMS START BLARING!

INT. JUNCTION STATION - NEAR DARKNESS

Running inside from a parked snowspeeder, Anakin opens a service hatch. Finn behind him, as he reaches into the mechanics of the place, very much like the very first shot we saw of Anakin.

And he YANKS a piece of TECH from the machinery and:

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The HATCH OPENS! Han and Chewie, having been on the lookout, step inside, weapons poised. Chewie MOANS.

HAN

My boy knows his stuff.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS Han and Chewie divide the explosives. Talk in hushed tones.

HAN

We'll set the charges at every other column.

He GROAN/TALKS to Han, who looks around, reconsiders.

HAN (CONT'D)

You're right. That's a better idea.

(checks his detonator) You take the top.

(Chewie does)

I'll go down below. Detonator.

We'll meet back here.

They head off in opposite directions.

INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

Han finishes placing an explosive. Checks he's all-clear and hurries down to the next level. Chewie climbs up a level.

INT. OSCILLATOR STRUCTURE - MAIN ENTRANCE - NEAR DARKNESS

A SQUAD of Stormtroopers SNAP to alert as Kylo Ren approaches. CONTROLS ARE HIT and the huge DOOR OPENS. Without hesitation, Kylo walks INTO THE OSCILLATOR.

INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

A COLOSSAL CYLINDRICAL STRUCTURE. DARK CORRIDORS and CATWALKS. Kylo Ren comes to a stop. Scans the structure.

SENSING SOMETHING, he motions the Stormtrooper Squad upwards.

KYLO REN Find them.

They rush past her. Kylo Ren turns slowly, and HEADS DOWN.

INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The Stormtroopers move up the ramp, weapons ready, checking carefully where blind corners intersect from the perimeter.

They come round to the next higher level and PASS CLOSE TO CAMERA. When they've passed, TILT to find CHEWIE, in the shadows of the grillwork.

(CONTINUED)

CONTINUED:

Once they're gone, he plants another charge.

EXT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

The Snowspeeder comes to a stop outside the structure. Finn and Anakin stop for a moment, look to the sky: THE SUN IS NEARLY GONE.

INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NIGHT

Han finishes setting a charge and is about to move on when he HEARS SOMETHING and conceals himself behind a wide, vertical support. He peaks around the edge and his whole demeanor changes --

HAN'S POV: Kylo Ren appears and stops at the railing, looking down into the filter. Han looks at his NIECE with a tortured storm of feelings.

WE'RE WITH KYLO REN as she resumes her hunt. She heads directly toward WHERE HAN IS HIDING! Kylo Ren has an INCREASING SENSE OF HAN'S PRESENCE as she moves closer. She comes to where Han was hiding -- but HAN IS NOWHERE TO BE SEEN.

From his hiding place in a narrow, POWER CHAMBER in the wall, HAN WATCHES HIS NIECE PASS ONLY A FEW FEET IN FRONT OF HIM.

Han SHIFTS HIS POSITION in the tight compartment, so he can watch Ren's progress. Kylo Ren turns onto a FLAT BRIDGE THAT BISECTS the open space.

Unaware of her Uncle, Kylo Ren walks purposefully across to the opposite side. Han watches her walk off -- the CLANKCLANK of Kylo Ren's boots receding.

This is Han's opportunity to escape but Leia's words echo through his mind. He makes a decision and moves out, to the edge of the catwalk. He calls out, strongly:

HAN Maela!

The name ECHOES as Kylo Ren STOPS, far across the vast catwalk. She turns.

KYLO REN

Han Solo. I've been waiting for this day for a long time.

Finn and Anakin make their way into the space, opening a HATCH that allows A BEAM OF PRECIOUS SUNLIGHT to stream down like a spotlight on Han and his niece. Finn and Anakin get to a railing and look down. They can SEE and HEAR Han and Kylo Ren on the catwalk below.

ANAKIN

Dad?...

HAN

Take off that mask. You don't need it.

KYLO REN

What do you think you'll see if I do?

Han moves toward Kylo Ren.

HAN

The face of my granddaughter.

Kylo TAKES OFF HER MASK. Han is JOLTED -- seeing the face of his niece for the first time in years.

KYLO REN

Your granddaughter is gone. She was weak and foolish, like her father. So I destroyed her.

HAN

That's what Snoke wants you to believe but it's not true. My niece is alive.

SEVERAL LEVELS BELOW them, CHEWIE comes to the rail to watch.

INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NEAR DARKNESS

Kylo flares.

KYLO REN

No. The Supreme Leader is wise.

UP ABOVE, Finn, Chewie and Anakin watch, rapt. Stormtroopers dot the perimeter of the structure, watching the scene. ON THE BRIDGE, Han moves closer, stern:

HAN

Snoke is using you for your power.

When he gets what he wants, he'll crush you -- you know it's true.

Kylo hesitates. Somehow, she does know it.

KYLO REN It's too late.

HAN

No it's not. Leave here with me.

Come home. We miss you.

For the first time, Kylo Ren seems truly conflicted. Tears flood her stoic eyes...

KYLO REN

I'm being torn apart. I want to be free of this pain.

INT. OSCILLATOR STRUCTURE - DARKNESS FALLS

Han takes one step toward his niece, but stops himself.

KYLO REN

I know what I have to do, but I don't know if I have the strength to do it. Will you help me?

Han hears his nieces' voice again, pained and vulnerable.

HAN Yes. Anything. I love you.

Kylo Ren unholsters her lightsaber and SLOWLY EXTENDS IT to Han, within a foot of Han's chest. Han almost can't believe it. The moment seems to last forever. And just then, the LAST BEAM OF SUNLIGHT streaming through the open hatch VANIHES.

Han actually smiles -- and reaches out for the dark weapon -but with the light now gone, KYLO REN'S EYES FILL WITH DARKNESS, SHE IGNITES THE LIGHTSABER -- THE FIERY BLADE SHOOTS OUT, RIGHT THROUGH HAN'S CHEST AND BACK!

KYLO REN

I know.

ABOVE, Finn and Anakin GASP -- SCREAM --

FINN

(Panting) Solo.

ANAKIN

(also panting) DAD!!!!!!

Han's last moment is turning to look into his son's face. HAN'S KNEES BUCKLE. The blade tilts down with him... until KYLO REN EXTINGUIHES IT AND HAN HOLDS onto the catwalk -- his life slipping away.

Finally Han FALLS BACK, OFF THE CATWALK, INTO THE DEPTHS OF THE STRUCTURE!

INT. RESISTANCE BASE - DAY

Leia, feeling it instantly -- knowing -- drops into a seat, DEVASTATED.

INT. OSCILLATOR STRUCTURE - NIGHT

Kylo Ren is somehow WEAKENED by this wicked act. Herself horrified. Her SHOCK is broken only when --

CHEWIE CRIES OUT IN AGONY! Chewie furiously FIRES AT KYLO

REN, HITTING HER IN THE SIDE! Kylo Ren falls back, stunned.

Our MUSIC TAKES OVER, EPIC AND HEARTBREAKING as Stormtroopers FIRE AT CHEWIE, who is forced to retreat down a corridor, where he holds the EXPLOSIVE REMOTE -- he PUSHES THE BUTTON!

Hearing ONLY OUR SCORE, FIRST ONE, then TWO, then FOUR, then

SIX EXPLOSIONS rock the structure -- CATWALKS FALL as the walls CAVE IN!

Kylo Ren SEES ANAKIN AND FINN, WATCHING THE EXPLOSIONS IN SHOCK -then they SEE KYLO REN, WHO RECOGNIZES THEM BOTH, WITH ASTONISHMENT. She rises to her full height and heads for them with long strides.

Stormtroopers begin to BLAST AWAY AT ANAKIN AND FINN! CRAZED, ANAKIN FIRES BACK AS BLASTS HIT AROUND HIM. FINN WRAPS AN ARM AROUND HIM AND DRAGS/CARRIES HIM OUT OF SIGHT!

INT. RESISTANCE BASE - DAY

ADMIRAL ACKBAR

The Oscillator's been damaged but is still functional.

COMMODORE META reacts.

OFFICER TABALA ZO

Admiral, their weapon will fire in two minutes.

EXT. FOREST - NIGHT

From a distance the oscillator is ablaze and fractured from the explosives. Then Anakin and Finn appear, coming over a rising, running into a bare-tree snowy forest.

FINN

The Falcon's this way.

Finn and Anakin, overcome with emotion, race through the snowy forest -- until Finn SLOWS AND STOPS. Anakin stops too, both out of breath. They look at each other. They both know: they can't run.

EXT. STARKILLER BASE - FOREST - NIGHT

Kylo Ren moves through the trees -- until she STOPS. Takes out the saber, ignites it. A still figure amidst the gusts of wind and snow.

STANDING THIRTY FEET AWAY, TURNING TO FACE HIM, ARE FINN AND ANAKIN.

Anakin holds LUKE'S LIGHTSABER, Finn the Stormtrooper BLASTER.

KYLO REN We're not done yet.

ANAKIN

You're a monster!

KYLO REN

It's just us now. Han Solo can't save you.

After a beat, Anakin moves forward with the lightsaber -- IGNITING IT!

Kylo Ren RAISES A HAND -- Anakin struggles under his FORCE POWER -he can't charge -- she strains too, especially with the WOUND Chewie inflicted. Kylo Ren GESTURES POWERFULLY -- Anakin's LIGHTSABER FLIES OUT OF HIS HAND -- another GESTURE and Anakin FLIES BACK and SLAMS INTO A TREE thirty feet away!

He drops -- LANDS HARD in the snow. Dazed, hurt.

FINN

Anakin! Anakin! Anakin... Anakin... Oh no. Oh no no no...

Finn turns to him, afraid and concerned. But the SOUND OF KYLO REN'S LIGHTSABER moving makes Finn TURN BACK TO KYLO REN, lit by the glowing YELLOW AND RED BLADE.

KYLO REN TRAITOR!

In reply, Finn TURNS ON LUKE'S LIGHTSABER -- upon seeing the weapon, Kylo Ren REACTS IN SHOCK.

KYLO REN (CONT'D)

That lightsaber. It belongs to me!

FINN Come get it.

Despite his fear, Finn raises his blade in welcome. Kylo Ren CHARGES at him - Finn terrified -- Kylo Ren LUNGES but Finn DEFLECTS Ren's SPARK-SPITTING blade!

Kylo Ren TURNS, ATTACKS, CUTS -- amazingly Finn BLOCKS, COUNTER-ATTACKS -- clearly IMPRESSES KYLO REN, who only enjoys this challenge more!

Anakin RECOVERS, gets his bearings. His eyes focus on the two fighting, through the trees.

Kylo Ren is obviously hampered by her wound, yet she attacks with a primal SAVAGERY -- Finn BLOCKS, turning DEFENSIVE moves into OFFENSIVE ones. And he ACTUALLY GETS A HIT IN! LUKE'S SABER GRAZING KYLO REN'S ARM! Kylo MOVES BACK -wounded, but more enraged than weakened. Kylo Ren CHARGES AGAIN -- their WEAPONS POUND, SPARKS FLY, their blades LOCK, the two are CLOSE, LIT BY the powerful, CRASHING sabers:

And Kylo Ren PUSHES FINN BACK, attacks with pure ferocity -Finn is stunned -- unprepared for this fierceness.

Anakin sees this -- Kylo Ren unleashes a MERCILESS SERIES OF BLOWS, pushing Finn further and further back until he loses balance.

That's when KYLO REN STRIKES: SHE LANDS A BLOW TO FINN'S TORSO -LUKE'S LIGHTSABER FLIES FROM FINN'S HAND, THROWN TWENTY FEET and in front of ANAKIN!

Anakin grasps the lightsaber IGNITING it. Kylo scolds him, growing tired of their defiance. Anakin lunges, but Kylo repels the blow. Again attacks, and the swords of the two combatants clash in battle. Anakin and Kylo Their swords clash, splitting several trees into pieces. Anakin aggressively drives Kylo back, forcing her to use defensive tactics. Breathing hard, Anakin jumps in the air, turning a somersault over Kylo. He lands on the ground and slashes at Kylo as the snow surroundings around them is stomped and tampered onto.

Kylo retreats before Anakin's skillful sword. Kylo lunges at him and Anakin immediately raises his lit sword to meet Kylo's. Sparks fly as they duel, Kylo gradually forcing Anakin backward toward the many trees around them.

Anakin answers by rolling sideways and thrusting his sword at Kylo, who slams hers at a tree, splitting it and causing Anakin to viciously strike the colossal log.

Kylo's sword comes slashing down, cutting at a stone rock as Anakin narrowly dodges; it begins to crumble.

Anakin glances at the stone rock. Kylo makes two quick moves, hooking Anakin's sword out of his hand and sending it flying. Another lightning move at Luke's feet forces the youth to jump back to protect himself. Kylo produces sparks of lightning from her finger tips, electrocuting Anakin, who yelps and screams in agony. Kylo stops, kicking Anakin to the side. Crouching, Anakin keeps his gaze steadily on his enemy.

KYLO

You really believed you stood a chance? If your siblings couldn't stand against me, how can you? It's over, cousin.

Kylo Ren TURNS OFF HER LIGHTSABER and REACHES FOR LUKE'S LIGHTSABER -- BECKONING IT WITH THE FORCE.

LUKE'S LIGHTSABER VIBRATES IN THE SNOW.

Kylo Ren GESTURES, INCREASES HER POWER -- LUKE'S LIGHTSABER

FINALLY FLIES OUT OF THE SNOW, BULLETS TOWARD KYLO REN -- AND SPEEDS PAST HER!

KYLO REN TURNS TO SEE LUKE'S LIGHTSABER LAND IN THE HAND OF LUKE SKYWALKER HIMSELF, WHO STANDS, FACING HER, HAVING REACHED FOR IT HIMSELF. ANAKIN IS UTTERLY STUNNED TO SEE HIM HERE! HE IS SHOCKED -- AND SO IS KYLO REN!

KYLO

Father...

Holding it with his right hand, HE IGNITES HIS LIGHTSABER FOR THE FIRST TIME IN YEARS, HIS EYES BLAZING. He reaches into his Jedi Robe, revealing a GREEN BEAM OF LIGHT: HE HAS BOTH OF HIS LIGHTSABERS AT THE READY!

Kylo Ren IGNITES HER SABER.

It's LUKE who charges now -- Kylo Ren immediately on the defensive. They BATTLE POWERFULLY -- She is clearly rocked by his raw, innate skill.

INT. X-WING - NIGHT

NIV LEK We just lost R-1!

JESS

We're overwhelmed! What do we do?

It isn't working!

Another pilot looks down -- SEES THE EXPLOSION -- coming from the OSCILLATOR. Relatively small, it's an opening:

YOLO ZIFF

Black Leader, there's a brand new hole in that oscillator. Looks like our friends got in!

POE

Red Four! Red Six! Cover us!

LT. BASTIAN I'm on it!

ELLO ASTY Roger!

POE

Everybody else, hit the target hard!

Give it everything you got!

And the X-WINGS DIVE and BLAST the OSCILLATOR --

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

Another two X-wings -- including Poe's -- soar through the trench leading to the oscillator structure!

POE

I need some help here! I need some help!

LT. BASTIAN I'm coming in!

JESS Watch out!

ELLO ASTY I'm hit!

The alien pilot's X-wing is blasted to pieces.

POE

All teams - I'm going in! Pull up and cover me!

NIV LEK

Copy that, Black Leader! Good luck, Poe!

The trailing X-wings peel off as Poe's black fighter darts into the fiery breach.

INT. STARKILLER BASE - CONTROL ROOM - NEAR DARKNESS Outside, the SUN ALMOST COMPLETELY GONE -- PULL BACK THROUGH

THE WINDOW TO REVEAL A STARKILLER TECHNICIAN:

STARKILLER TECHNICIAN Weapon at full capacity in thirty seconds.

GENERAL HUX Prepare to fire.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

Poe's X-wing weaves through the breach. A pursuing TIE fighter does not clear the gap, leaving Poe to circle the interior of the unguarded structure, firing volley after volley of torpedoes.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

The remaining X-Wings -- including Poe's -- BLAST the place -and the structure begins to CRATER, deep underground EXPLOSIONS!

EXT. FOREST - NIGHT

Amid the BARE WHITE TREES, ONLY THREE LIGHTSABERS -- LUKE'S BLUE AND GREEN AND REN'S YELLOW-RED -- ILLUMINATE the FLURRIES OF SNOW as LUKE and Kylo Ren BATTLE HARD.

KYLO comes in fast, swinging at LUKES'S head.

LUKE dodges the cut easily. As they fight, it quickly becomes clear that LUKE is the complete swordsman – elegant, graceful, classical – a master of the old style.

Kylo raises her lightsaber. Her lightsaber flashes down and CLASHES against both of Luke's lightsabers! Kylo and Luke stare eyeball to eyeball.

KYLO

You really don't know when to die.

LUKE

I failed you, Maela. I'm sorry.

KYLO

That's your failing, not mine.

LUKE

I won't abandon you to the dark side.

KYLO

That decision doesn't belong to you anymore.

The force and speed of his attack catches Kylo slightly off balance. Luke's lightsabers flash. KYLO draws back, putting a hand to her arm. She takes the hand away and looks at the smear of blood where Luke has nicked her.

KYLO parries and ripostes. It's no contest. LUKE is driven back against the trees.

She seems to be, impossibly, STRONGER THAN SHE IS for half a dozen blows -- until she FINDS HER STRENGTH and FIGHTS BACK -MOVING FORWARD and PUSHING LUKE BACK, into the forest.

Suddenly a COLOSSAL CHUNK OF THE FOREST RIGHT BEHIND LUKE

DROPS AWAY! Luke is suddenly fighting on the EDGE OF A MASSIVE, BRAND NEW CLIFF!

KYLO REN

The Jedi are dead! You're a slave to a dying legacy! The Force failed you!

LUKE The Force failed no one.

Luke closes his eyes for a long beat. When Luke opens them, he is centered, fortified, and he POUNDS BACK, SINGLE HANDED SWIPES, hitting Ren's gnarly, spitting saber with incredible FORCE. It's so fast now, so furious, that Kylo Ren FALLS BACK -- He ATTACKS HARDER!

Ren gets up again but he HITS HER SABER'S HILT -- HER BLADE

GOES FLYING OFF, TUMBLING INTO THE SNOW -- and he SLASHES

AGAIN AND AGAIN AND HITS KYLO REN SQUARE IN THE HEAD AND CHEST. SHE GOES DOWN, SUDDENLY A FEARFUL WOMAN, A LARGE BURN SCAR SLASHED ACROSS HER FACE! She still reaches for her saber.

And he could kill her -- right now, with ONE VICIOUS STRIKE!

But he stops. Realizing he stands on a greater edge than even the cliff -- the edge of the dark side. Besides, how can he kill his daughter?

LUKE

Maela... To Snoke, your nothing. But not to me.

The earth SHAKES. The earth splits. A gully forms.

INT. STARKILLER BASE - CONTROL ROOM - NIGHT

The area where the RALLY was held is now COLLAPSING into a giant sink hole! We WHIP PAN to a YOUNG TECHNICIAN, who watches this out the control room window in horror. He hurries off, passing COLONEL DATOO, who admonihes:

COLONEL DATOO Lieutenant, get back to your station!

YOUNG TECHNICIAN

(stops, fleetingly)

Just look. We won't survive -- even Hux has gone!

As he hurries off, WE HEAR:

GENERAL HUX (V.O.) Supreme Leader.

INT. STARKILLER BASE - ASSEMBLY ROOM - NIGHT

Hux stands before SNOKE'S IMAGE. Relative quiet here, but distant SOUNDS OF DESTRUCTION. Hux tries to keep it togethis but is horrified, heartsick:

GENERAL HUX

The fuel cells have ruptured. The collapse of the planet has begun.

Snoke takes this in. Furious, desolate... knowing.

SNOKE

Leave the base at once and come to me with Kylo Ren. (grim) It is time to complete his training.

EXT. FOREST - NIGHT

Luke turns, runs a hundred feet through the forest to:

ANAKIN and FINN, who lies, near death, not far from where the GROUND FELL AWAY. Luke places his hand on his nephews shoulder. Anakin holds Finn in a hopeful gesture.

ANAKIN

You... You came back...

LUKE

Where's Han?

ANAKIN

He didn't make it...

Tears come to his eyes as he lifts Finn, holds his lifeless body in his arms. Snow flurries around them as he cries, holding this boy who he just met, who he already trusts.

They are left here to die -- nearby MORE TREES DROP as the planet continues to COLLAPSE. And just as it seems like all is lost... His wet eyes look up to see:

LIGHTS RISE FROM THE NEWLY-FORMED CANYON -- IT'S A SHIP WE

KNOW -- IT'S THE MILLENNIUM FALCON -- and its lights ILLUMINATE ANAKIN AND LUKE, WHOSE FACES FILLS WITH HOPE! CHEWIE IS AT THE CONTROLS. He ROARS to them!

EXT. FALCON - NIGHT

Chewie exits the ship.

MOMENTS LATER Chewie CARRIES FINN up the ramp. Anakin hurries with them back into the ship

-INT. FALCON - NIGHT

Chewie carries Finn inside, followed by Anakin.

EXT. SPACE - NIGHT

And we FLY WITH THE FALCON as it leaves the planet -- we can see CHEWIE AND ANAKIN PILOTING, LUKE IN THE PASSENGER SEAT the COLLAPSING PLANET BEHIND US. The Resistance X-wings, led by Poe, follow the Falcon.

INT. X-WING - NIGHT

POE

All teams! I got eyes on them!

SNAP Yes!

The X-wings ROAR OFF, skyward as the MUSIC SOARS, the PLANET IMPLODES -- THE SUNLIGHT IT CONTAINS BURSTS FORTH, and as we get furthis and furthis distance from what was Starkiller Base, we witness the REBIRTH OF A SUN. Light restored to a corner of the galaxy.

The Millennium Falcon and the X-wings RIP THROUGH SPACE, headed home.

POE

Our job's done here. Let's go home!

EXT. D'QAR - DAY

ESTABLISHING SHOT as the Falcon on the landing strip.

EXT. RESISTANCE BASE - DAY

The Falcon has landed among the remaining Resistance ships. Poe is there, watching as Chewie scuttles down the ramp carrying an unconscious Finn. Medical Personnel and Officers, meet them inside.

MEDIC

Easy, easy. He's hurt. We've got a heartbeat.

Anakin walks down the ramp and sees Leia. C-3PO and BB-8 behind him. The crowds are cheering. Anakin is sad, as is Leia

The two move for each other. And Leia takes Anakin's face in his hands. Despite her heartbreak, she is grateful for her son. She embraces Anakin. A mother's embrace.

Anakin holds her tight. Luke steps off the ramp, seeing Leia. As the two leave their embrace, Leia approaches Luke.

He prepares to speak but Leia interrupts:

LEIA

I know what your going to say. I changed my hair.

LUKE

(smiles)

Looks nice that way.

(beat)

Leia... There's a lot of things I have to say...

LEIA

Save it. What happened to Jacen, Jaina, it wasn't your fault. You did everything you could.

LUKE

I have to face him, Leia. I have to face Snoke.

LEIA

All in due time. I've missed you.

They embrace, siblings reunited.

INT. RESISTANCE BASE - DAY

Chewbacca sits quietly, as do many in the base, mourning their losses.

As BB-8 approaches R2-D2, The droids beep at each other.

INT. RESISTANCE BASE - I.C.U. - DAY

A NEW DAY. Finn, unconscious in an I.C.U. POD. His fate uncertain. Anakin and Poe sit with him. Deeply worried. Finally he leans in, close to him. He says, quietly, despite his fear:

ANAKIN

We'll see each other again. I believe that. Thank you, my friend.

POE

You leaving?

ANAKIN

To finish my training.

POE

Training?

Poe stands, appalled.

POE

So, you'll fight with us?

ANAKIN

It's the right thing to do. It's what Dad would have wanted.

Poe hugs him, smiling.

POE

Just like the old days.

EXT. D'QAR - DAY

Chewie does last minute checks of the Falcon. Anakin stands with Leia a beat and then turns to head to the Falcon. As Anakin walks off, he hears Leia call out:

LEIA Anakin.

Anakin turns around.

LEIA (CONT'D) May the Force be with you.

This fills Anakin up. He smiles gratefully. Anakin crosses to the Falcon. Luke steps by Leia, watching Anakin go into the Falcon.

LEIA

What do you think?

LUKE

I think he'll become a far greater Jedi than me.

(beat)

I'll take care of him.

LEIA

He's going to turn the tide in this war.

LUKE

He's the awakening of a new era.

INT. MILLENNIUM FALCON - COCKPIT - DAY

Anakin sits in the pilot seat, Chewie as co-pilot, Luke in the passenger seat. Anakin looks at Chewie compassionately. Anakin FLICKS SWITCHES and --

EXT. D'QAR - DAY

The Millennium Falcon RISES.

Leia, with Poe, BB-8, and C-3PO (with his proper arm replaced), watches the next generation of Jedi begin his journey.

EXT. SPACE - DAY

The Falcon FLIES through space and BLASTS to LIGHTSPEED.

THE END


End file.
